Nicktoons Unite: A War Unlike Any Other Part 1
by metalheadrailfan
Summary: An intergalatic war between two alien empires, the Gorlock and the Boudacian, erupts and both want to use Earth as a strategic point in the war. However, when a Boudacian lurks within the Avengers, will they fall apart of fear and mistrust, or will they band together and defeat the shape-shifting alien race?
1. Prequel A

**Hello readers and welcome to Story #9 of the Nicktoon Avenger series. This will be the longest of the series. Much of the story will be based on the first half of the second season of "The Avengers: Earth's Mightiest Heroes", with a prequel chapter set between the Calamitous incident and Zim's Invasion. Each chapter will be broken up into sections like "Chapter Prequal A" or "Chapter 9C" and so forth.**

**Episodes that chapters will be based on (in order):  
"459"  
"The Private War of Dr. Doom"  
"Welcome to the Kree Empire"  
"Who Do You Trust?"  
"Nightmare In Red"  
"Prisoner of War"  
"Infiltration"  
"Secret Invasion"  
"Along Came the Spider"**

**Characters introduced:**  
**Ginger Foutely as Carol Danvers/Ms. Marvel**  
**April the Gorlock as Captain-Mar-Vell**  
**Sam Dullard as Reed Richards/Mr. Fantastic**  
**Otto Rocket as Johnny Storm/The Human Torch**  
**Reggie Rocket as Susan Storm/The Invisable Woman**  
**Twister Rodriquez as Ben Grimm/The Thing**  
**Doug Funnie/Quailman as Peter Parker/Spider-Man**  
**Nadine as Daisy Johnson/Quake**  
**Tuesday X as Abigail Brand**  
**Aang as Samuel Thomas "Sam" Wilson/Falcon**  
**Princess Mandie as Veranke**

**General Vincent 'Lightning' Vortex/Yellow Hulk as General Ross/Red Hulk  
Oliver Van Rossum as Dr. Victor Von Doom**

**The Boudiacans represent the Skrulls and the Gorlock represent the Kree.**

All characters belong to thier respected creators.

**Enjoy reading. :D**

* * *

**Nicktoons Unite: A War Unlike Any Other Part 1**

**Prequel A**

_Sometime between the Calamitous Incident and Zim' Invasion._

High above the Colorado Rockies, one of the Avenger's Quin-Jets soared through the night sky. On board, Jenny was complaining to Brad about how he much he works.

"I'm just saying it just doesn't have to be all 'work, work, work'," she said as Brad piloted the jet, "we could take a break, get away and relax. Have some fun once in a while."

"Science is fun," Brad said as he landed the jet at research facility perched near the summit of a mountain.

"Maybe Timmy would go with me," Jenny sighed, scowling a bit as the exited. Unfortunately Brad heard her comment.

"Timmy?" he asked curiously, "why would you ask Timmy?"

"You mean aside from the good looks, money and super armor?" came a somewhat raspy voice. Both turned to see a tall red-headed woman, dressed in a kaki brown uniform. This was Major Ginger Foutley of S.H.E.I.L.D.'s extraterrestrial research division, S.W.O.R.D. While her days of being a successful writer were short, she would still write on her free time.

"Ginger!" Jenny said with glee and raced up to hug her, "I'm so glad you called! I've missed you!"

"Heh, heh," Ginger chuckled, "I've missed you too Jen, but Brad's the one I need to see. I need his help."

"Really?!" Brad and Jenny said at the same time, with Brad looking very pleased and Jenny just shocked and confused.

As they walked through the facility, Ginger lead the two Avengers to the monitor room, with Jenny a little lost on what was happening.

"Wait, what's this place again?" she asked.

"Try to keep up Jen," Brad chuckled, "this is a joint Military-S.H.I.E.L.D. facility working with one of the most advanced deep space telescopes ever designed.

"And this is Dr. Michelle Lossan," Ginger said, "our lead scientist." From the chair stood a woman a bit taller than Ginger, with long black hair and in a US Air Force uniform.

"I can't tell how pleased I am to meet you," Michelle said as she shook Brad's hand, "Major Foutley has told me a lot about you."

"Hmm, do you think she knows any cute guys?" Jenny mischievously whispered in Ginger's ear. Again, Brad heard her comment and shot a dark glare at her. Jenny just smirked and flirty waved at him.

"Settle Jen," Ginger groaned, but she gathered herself and proceeded to explain the situation, "this is what I wanted to show you Brad. We're linked to S.H.I.E.L.D.'s orbital telescope. It spotted the object a few days ago. The team here thought it was a comet at first, but it's moving faster than anything I've ever seen. We're trying to get a better look on it."

Up on the screen showed a star-shaped object, and Ginger was not joking, it was moving faster than the average comet.

"Live feed from the telescope is coming in now," Michelle said, "the data stream is on the monitor on the left, Dr. Carbuckle."

"Huh," Brad said as he observed the image, "what are you thinking, Ginger?"

"I think it's extraterrestrial," she answered, "but since I'm not a fan of everyone thinking I'm crazy, I thought I like an expert opinion. Yours."

"Whoa," Jenny said, clearly not believing this, even though she has fought aliens in the past, "that's just crazy."

Ginger just gave her a knowing smile.

"Hm, the composition includes several unknown elements," Brad continued, "but nothing suggests anything biological. And I'm not seeing any evidence of intelligence."

Suddenly, the object made a complete left turn, catching everyone by surprise.

"Uh...never mind," Brad finished.

"Hey look it turned," Jenny pointed out nervously, "it looks like at the..."

And with that, the image went complete static.

"That's bad," Jenny said.

"That's even worse," Brad added as the object flew above the facility, taking one of the towers out with it.

"Michelle, what's happening?" Ginger asked.

"One of the radio towers went offline," she explained, "it caused a surge which blew into our systems. I'm trying to re-route power."

"Went offline?!" Jenny exclaimed, "something, blew up!"

"Whatever disabled the orbital telescope just made Earth-fall," Brad added, "I'd say about three-fourths of a mile from here."

"Well that's a pretty big coincidence," Ginger said.

"So what are we saying?" Jenny asked getting more nervous, "are we under attack?"

"I'm not saying that..." Brad began.

"I am," Ginger interrupted. They turned to see her preparing a S.H.I.E.L.D. ray gun.

"Whose up for a little first contact?" she smirked.

Michelle eyed her suspiciously...


	2. Prequel B

**Prequel B**

"You're being kinda horrible to him, you know that right?" Ginger suddenly said as she and Jenny rode in a hummer while Brad flew outside on an ant, unable to hear their conversation.

"Who?" Jenny asked a bit confused.

"Brad, genius," Ginger rolled her eyes, "you can tell he's upset."

"Oh no," Jenny protested, "see, you actually have to _have_ emotions before you can get upset. Maybe I should have my mom remove my emotion chip. Then maybe he'd finally notice me."

"Jen, you have to know that you've got him wrapped around your finger," Ginger said, motioning her pinkie finger

"Whatever. Since high school it's been strictly business," Jenny scowled, "well strictly _science._"

"Yeah, well, if you keep playing your little jealously games with him, he's going to strictly _hate _you," Ginger added.

"Well that would be better than not getting noticed at all," Jenny began, but then paused when she saw what they were approaching, "call me crazy, but I'm thinking we're close."

As they exited the hummer, they saw Brad standing near a large crater in the middle of the forest. All that was left a purplish glow in the center.

"Well that's kinda disappointing," Ginger said.

"And you're sure this isn't aliens?" Jenny asked, again nervous.

"There was no biological component," Brad answered, "and that means no life. No aliens."

"Do you think we should call in the other Avengers?" Jenny asked again, thinking it would serve as a good backup plan.

"For what?" Ginger asked, but then turned her attention to Brad who began inspecting the crater. While they anxiously waiting for what Brad was observing, they were unaware that they were being detected.

"Alright Brad, talk to me," Ginger said.

"There's something here," was all brad said.

"ALIENS!" Jenny shouted.

"Let's keep moving," Brad said standing up, "and it's _not _aliens."

They then heard a few branches crunch nearby. Jenny reacted in self defense and shot two blasts from her laser cannon into the woods. Again there was silence, until Brad began to hear a whining sound.

"GET DOWN!" he shouted and the trio jump to the ground before a massive green blast shot above them.

"Where is it?!" Jenny shouted, but began to change her focus on a tree in front of her until eventually moving to a heat seeker view point and saw something large standing in front of it. She fired repeated blasts from her cannon, hoping to mark it for Ginger and Brad.

"Brad!" she shouted again.

"Alright, I've changed my mind," Ginger said readying her gun, "call in your team, especially "Mr. Invisible Monster Detector Man'."

Brad began to call the other Avengers, but before the call could go out completely, another blast from the invisible threat fired.

"Okay, we're officially in trouble," Jenny said.

"You think?" Ginger retorted. That's when a massive colony of ants began to march past them. Ginger was about to shoot it when Jenny stopped her.

"No, don't," she said, "it's Brad."

The ants began to crawl their way up the threat until it began to take the shape of a large figure.

"Invisible Monster Detector Man has the day off," Brad said as he grew back to normal size.

"This is your idea of having a good time, right?!" Jenny snapped at him.

"Except for the shooting," Brad answered sheepishly, "yes actually."

"Guys," Ginger said as the ants began to completely reveal the attacker, "what is that?"

Before anyone could answer, the attacker sent a massive sonic blast, sending them back towards the hummer. When they regain their footing, they began to see the figure slowly march out of the shadows, revealing a large purple and silver robot.

"OW!" Brad shouted as Jenny punched him.

"I thought you said it wasn't aliens?!" she snapped.

"I didn't say it wasn't an alien robot," Brad said as the robot drew closer. It stopped just a few feet in front of them.

"No sudden moves," Brad advised.

"What are you on its side or something?!" Jenny snapped again, "it's an evil robot!"

"Yeah, I'm going to shoot it now, if that's okay with you two," Ginger agreed, aiming her gun.

"NO!" Brad exclaimed, "it may have been acting in self defense. It probably doesn't even know what's going on here. So don't make any threatening moves!"

Well, karma sure was a bitch as the robot aimed it targeting system on Ginger's gun and fired another blast from its chest piece. Jenny and Ginger began firing all that she at the robot, but none of their blasts could leave a dent.

"You may want to stop that," Brad shouted at Ginger, "it's probably focusing on your weapon!"

"I'll give it a better look!" Ginger retorted and aimed the gun once again, but before she should fire, the robot blasted it out of her grasp.

"Jen stop!" Brad shouted at Jenny as she began to take aim, "stop attacking it!"

"It attacked us first!" Jenny shouted back.

"JEN!"

At last Jenny let down her cannon. At that moment, the robot began to march off in the forest, heading in the direction of the observatory.

"Well, that was embarrassing," Jenny said.

"It has to be heading to the observatory," Brad said, "Ginger, drive ahead and evacuate everyone. We'll by you sometime."

Ginger nodded and raced off to her hummer.

"You guys better be alive when I get back," she said to herself and raced off.

"Buy some time?" Jenny asked sarcastically as Brad grew to normal size, "let me guess, you're going to talk to it, right?"

"Well...yes," Brad answered before pushing a large button his belt, "but I'm going to be very firm."

And with that, he grew into his 'Giant Man' form and began to follow the robot.

* * *

At the observatory, Michelle was standing in the middle of the monitor room, about to send a radio transmission when Ginger raced into the room.

"Michelle, were evacuating," Ginger said, "we have to clear out. We've got a big problem."

"What kind of problem?" Michelle asked.

Before ginger could answer, Michelle looked up and saw Brad come crashing through the glass ceiling. The alien robot soon followed.

"Uh, never mind!" she said.

The robot began advancing towards the main power core, as Jenny swooped in and began firing all she had once again.

"Ginger, get out of here!" she shouted, but Ginger instead joined the fight.

"Michelle, go," she said, "I'll cover you!"

The robot began to aim it lasers at the main power core, but Brad quickly jumped in and shoulder locked it just as it began to fire. The blast diverted off target and spliced through a fuse box, causing it to explode. Michelle raced toward Ginger and shielded her from the blast. The blast however caused Michelle to change and the energy around her began to flow into Ginger's body.

With the robot still in Brad's grasp, it still continued to fire, but it shot upward and split a set of lights hanging and it came crashing down on top of Jenny.

"JEN!" Brad shouted in alarm, but before he could do anything else, the robot reached it arms over its head and began to electrocute him.

A small blast from behind diverted the alien robot's attention from Brad to it next threat. This caused and unconscious Brad to land on the floor with a loud thud. Jenny crawled from the light wreckage and looked to see Michelle standing in front of the alien robot, now green with large horn protruding from her head and wearing a futuristic-barbaric like armor.

"Everyone stay down," she said, retracting her weapon.

"Michelle?" Jenny asked confused advanced towards her, "why are you green?"

"I am Generus Halis's daughter, April," the now green woman said, "loose commander of Gorlock Void Science Navy. Deactivate all weapons and shut down. This is a direct order."

But the robot paid no attention to her command and took aim at the power core and fired. April quickly grabbed Jenny and Ginger and flew out of the building just before it exploded in an enormous fireball with Brad not too far behind.

As Brad gathered himself outside, April flew up to him, carrying an unconscious Ginger over her shoulders. Jenny then flew up to Brad, scowling like tomorrow. Brad could only give a sheepish smile before she diverted her attention to April.

"Alright, you have some major explaining to do!"


	3. PRequel C

**Prequel C**

The explosion at the observatory had giving Ginger a concussion/slight coma and soon admitted into a local hospital. As Jenny stood by her bed, Brad and April stood outside the room, with Timmy, Thomas and Hulk Jimmy, who had just recently arrived after receiving Brad's call.

"My name is April," the horned alien spoke, "I am what you call a Captain in the Science Division of the Gorlock Navy."

"I don't like her," Hulk Jimmy said.

"You don't like anyone," Brad rolled his eyes, "please go on. The Gorlock?"

April nodded and began explaining the situation.

"The Gorlock are one the galaxy's most ancient civilizations," she said, "one of the superpowers. We're at war with another one: The Boudiacans. Both empires are looking for strategic foothold to fight the war, as well as resources. Your planet is in a very strategic desirable location."

"And the robot?" Brad asked.

"The Gorlock send out a Century-Drone to 'de-fang' any natives," April continued, "to eliminate long-range detection, any space-faring capability and to eliminate all potential threats."

"But it was destroyed, right?"

"No it wasn't. Gorlock Centuries can't be stopped. If the Century-Drone see that planet's population is going to be a problem, it's designed with the capability to 'eliminate' the problem."

"Eliminate?" Jenny said as she exited the hospital room, hearing what April just said, "what do you mean?"

"Each Century is equipped with a Mega-Bomb, a device designed to exterminate a troublesome species on any targeted planet. And given the fight you just put up, I'd say you've got about one hour before you experience it firsthand."

Everyone stared at April with shocked and scowling looks. The tension was so thick it could be cut with a knife. At last, Jenny spoke.

"Hulk," she said, "smash her!"

"Finally!" Hulk Jimmy grinned and gripped April in his giant hand and slammed her against the wall. In defense, April drew her weapon and Thomas and Timmy drew theirs just in case.

"Okay everyone," Brad said, "just breathe. Let's all remember here that Captain April saved Ginger's life and yours, Jen."

"Hey you know what?" Jenny asked sarcastically, "I'm also remembering that she's an alien spy and just told us that her people are going to wipe out our planet!"

Brad just shook his head and turned his attention back to April.

"What is it that you want, April?" he asked, "why are you here?"

"I want to help," she answered, withdrawing her weapon, "I'm a scientist, a Zeno-biologist. I had heard rumors of a genetic anomaly on Earth and I came to investigate. I've been studying you for three years now."

"Heh, studying us?" Timmy said sarcastically, "charming."

"Humanity seems...different than most civilizations that we conquer," April continued, "humans have...potential. She should be allowed to survive."

"Don't you mean 'they'?" Timmy asked sternly.

"Your tale rings false, Gorlock," Thomas spoke, "you claim to be here to study humanity, but were at the observatory when it was attacked. You are in league with the machine!"

"No, I knew the observatory would be a target," April protested, "I was trying to cloak the facility, to keep the Gorlock from detecting it. I failed. But there's still time to save your species. Please, let me help you."

And with that, Hulk Jimmy released his grasp on her and she landed back on the floor with a thud.

"If she does anything suspicious," Jenny whispered to the orange monster next to her, "smash her."

* * *

Meanwhile, the Century was making its way through the Rockies, searching for a feasible location to detonate its Mega-Bomb. Upon finding an abandoned drive-in movie theater, it began to slowly plant itself into the ground, just as the five Avengers and April arrived. April noticed that the Mega-Bomb began to flash at a much faster pace."

"We need to be careful here," she advised, "the Mega-Bomb is armed..."

"ROOOAARR!" thunder Hulk Jimmy as he landed onto of the Century and began pounding it into the ground further.

"You may have been wrong about humanity showing promise," said Brad as he flew next to April on an ant, "Do we have a plan?"

"We need to open it up and expose the Mega-Bomb core before it completes charging," April explained, "that will deactivate it."

"Easier said than done," Brad said.

"I admire your species' gift for understatement," April smirked and the team dived down towards the Century. However, it began to detect their threats and began pulling out every weapon in its system, all of which the Avengers were fruitless to defeat.

"This is that part I could do without," Brad said and grew to his Giant Man form and wrapped all of the Century's arms in a knot.

"April, go!" he shouted and April morphed her gun into an electric sword and stabbed the Century's head. Jenny then flew up next to Brad as she continued fighting, still scowling a bit.

"So how are things with your new girlfriend?" she asked sarcastically.

"You're giving me a hard time now?" Brad demanded, "April is trying to save us, Jen and she's probably the only one with the knowledge to do it!"

"That's it!" Jenny snapped, "I've had it! I try and try with you, but it's never good enough. I just can't be as interesting to you as aliens!"

"W-What?!" Brad stammered, completely confused on where she was going with this, "what are you talking about?"

Suddenly the Century launched a series of missiles from its back, heading straight for Jenny.

"JEN!" Brad shouted and quickly grabbed her in both of his hands. The explosion sent Brad crashing head first against a tree and creating a large crater in the ground. Jenny climbed in between his finger, realizing what just happened.

"Brad?" she coughed.

"Go," he answered weakly, "bomb's...the...only thing that matters. Jen...I...I...love..."

And with that he passed out. Jenny felt very ashamed of herself, but with new determination, she lead April and the other Avengers in a massive attack on the Century. Jenny then spotted a hole near the top of its head and with her own Carbuckle particles, shrank to Brad's Ant Man size and flew inside just before it could fuse itself back together.

Inside, she fired blasts from her laser cannon, disconnecting electrical wirings and weapon systems before completely shutting the Century down.

The next thing she saw was Hulk Jimmy ripping the machine apart, now exposing the Mega-Bomb core.

"So...um..." she said a little awkward, "I think I'm sitting on the bomb."

Just then, a projection of another Gorlock warrior appeared above the scene.

"April," he began, then paused at the destruction of the Century," what is this?!"

"Yon-Rogg," April said, "Commander, I implore you, shut down the Mega-Bomb. Humanity could be an ally to the Gorlock. We need not destroy them."

"You've gone soft, April," said the commander, "as of now, Earth is now part of the Gorlock Empire. That does not require humanity or you to survive. Burn traitor!"

And the projection vanished, followed by the bomb glowing in a bright-purplish color.

"Tell me some good news," Timmy said as April began to defuse it.

"I can disarm it in about 10 minutes," she said.

"Thank God," he sighed.

"It's going to go off in about 5."

"You know you're not from around here," Timmy said sarcastically, "but that was more like bad news."

"We have to evacuate," Jenny declared.

"The blast radius is the entire planet, XJ9," April said as she continued to work, "evacuation isn't an option."

"Bet I'll survive," Hulk Jimmy shrugged.

"You're compassion is overwhelming, troll," Thomas scowled.

"This is all your fault!" Jenny shouted at April.

"I know," was all April could say as she then grabbed the bomb and flew up towards the sky.

"April!" Jenny shouted, "no, I didn't mean..."

But it was too late as April flew out into the depths of space, but as she was about to throw the bomb, ice began to build up around her and her acceleration slowed, and gravity began pulling her back to the Earth.

Thankfully Timmy flew in and caught her. Thomas then came up and grabbed the bomb and tossed it as far as her could.

In less than a few seconds later, the bomb exploded. Earth was safe.

* * *

Brad had soon been admitted into the same hospital as Ginger and was now lying unconscious on his bed, with Jenny next to him.

Outside the room, April and the others came by to check on them.

"I would've woken before I hit ground," Thomas said breaking the silence, "I did not need you to catch me."

"Of course you didn't," Timmy smirked.

"Wimp," Hulk Jimmy said, playfully elbowing Thomas.

"Okay, world saved, mission accomplished," Timmy said.

"No," April said, "the Gorlock will be back and they won't underestimate you Avengers again."

"So what now?"

"Now I go to the Supreme Intelligence, our leader. I'll make an appeal for Earth's survival. You should prepare for the storm that's coming."

Leaving somewhat shock faces on their faces, April walked into the room and turned her attention to Jenny.

"I am truly sorry, XJ9," she said as she looked to both Brad and Ginger, "watch over them."

"April," Jenny said, "Thank you."

April smiled and then teleported away back to her home planet.

* * *

A little while later, the others had left back for New York, but Jenny decided to stay with Brad and Ginger in case in the moment they woke up.

"I'm sorry Brad," she said to him, "I'm so sorry for being so mean, for the way I treat you, for everything."

"Wow," Brad said, slowly waking up, "are you sure you're not an alien? I take it we didn't blow up?"

Jenny was so happy she grabbed Brad in a bone crushing hug.

"Ow, ow, ow!" Brad seethed in pain.

"Hey, right before you passed out," Jenny said with a innocent grin on her face, "you were going to say something really important. Go ahead."

Brad starred at her for a few seconds before realizing what she meant.

"Oh...well...I..." he stammered, "I...you see..."

"Guys..." came Ginger's voice from across the room.

They turned, completely surprised to see Ginger floating above her bed with a yellowish glow around her.

"Why is the ceiling so low?"

_**TO BE CONTINUED...**_


	4. Chapter 1A

**Chapter 1A**

_Previously..._

_Zim: Very soon in your timeline, Earth will be consumed in a war between two alien empires: The Gorlock and the Boudacian. In the end, it was Danny Phantom that was truly responsible..._

_Boudacian Danny Phantom: The Infiltration has begun..._

_Lila: What does it mean?_

_Gerald: It means we've got a big problem..._

* * *

_Present time, Somewhere in Eastern Europe..._

In a medieval-like castle in a far rural area of Eastern Europe, a robotic woman was reading off the names of the Avengers to her master.

"Timothy T. Turner, aka Turbo Thunder," she said, "team leader. Armor incorporates Arc Reactor Repulsor Technology. Threat level: High. Daniel Fenton, aka Danny Phantom; ghost powers. Threat Level: Medium. Jennifer Wakeman, aka XJ9; highly advanced battle robot. Threat level: High. King Manny Rivera, aka El Tigre; heighten senses, strength and speed. Threat level: Medium. Arnold Shortman, aka Hawkeye. Subject carries bow with a variety of weaponized arrows. Threat level: Low. Helga Pataki, aka Black Widow; Espionage Agent. Threat Level: Medium. James Neutron, aka The Hulk; strength enhanced by gamma radiation. Threat Level: Extreme. Two remaining Avengers are unaccounted for: the Asgardian called Thomas and Dr. Bradley Carbuckle, aka Ant Man, aka Giant Man. I recommend delaying the attack as the threat..."

"No," her master cut her off, "there will be no delay. Proceed as planned."

"Yes, Lord Rossum," the android said, "but what if the Avengers interfere?"

Her master stayed silent for a moment.

"Destroy them..."

* * *

It had been a couple of weeks since Arnold and the others had returned from their rescue mission in San Lorenzo and Plasmia Island. His folks were adjusting quite quickly as they had found a place not too far from the mansion. Things couldn't be better (well, except for Timmy completely furious with him).

As of now, he was sitting with Helga on the couch in the lounge, watching a movie. That's when an idea entered his football shaped head.

"Hey, Helga," he whispered.

"Hmm?" the blonde woman replied.

"You know, Timmy and Jen are gone, Hulk Phantom and Manny are in the training room," he said in a subduing voice, "they won't be back for sometime..."

"..And we have the whole upstairs to ourselves," Helga grinned devilishly and proceeded to kiss him. Their make out session was short lived however when a loud knock was suddenly heard on the front door.

"UGH!" Helga groaned, "is someone gonna get that?" The knock was heard again, this time louder.

"Come on," Arnold complained and headed for the door, "what are we, the butler and maid around here too?"

They opened the door and surprised expressions came to their faces. Outside stood two figures dressed in bowler hats and drench coats. One had long curly, orange hair, with a green sweatband around his head. The other was a large, rocky fellow, wearing a Jamaican-like hat backwards.

This was Otto Rocket and Twister Rodriquez of New York's other superhero team, Rocket Power. Formed a few years before The Avengers, Rocket Power consisted of Otto, Twister, Otto's sister Reggie and leader Dr. Sam Dullard. The four individuals were big on extreme sports and exploration and about five years ago, they were granted the opportunity to go into space, thanks to Sam. However an accident caused the four to mutate with special powers. Otto's being able to light himself on fire, Reggie to turn invisible and generate force fields, Twister as the rocky being he is now, and Sam to stretch his body in various forms and lengths.

Now, Otto and Twister were giving very intimidating looks to the two Avengers standing in the doorway.

"Time to settle this, once and for all," Otto finally spoke. Arnold shook himself and looked at his watch.

"Wow, it's seven o'clock already?"

"I brought the chips!" Twister grinned, holding a bag of potato chips, "let's play some cards, Avengers."

"I think they meant poker chips, Twister," Otto said.

At that moment, Hulk Jimmy had entered the room and was just passing by when he saw Twister standing outside.

"Rodriquez," he growled and charged at Twister, tackling him against the brick wall.

"Yes!" Otto said taking off his trench coat revealing his blue Rocket Power suit, "this is way better than cards! FLAME ON!"

And with that, flames engulfed his body and took off to join the brawl between the two giants.

"We should've gone with Turbo Thunder," Helga sighed. Arnold had to agree.

* * *

Meanwhile, Timmy and Jenny were arrived at the Baxter Building, Rocket Power's headquarters. Reggie was there waiting for them.

"Reggie!" Jenny squealed as she raced up to her and hugged her friend.

"Hey Jen," Reggie smiled, "sorry we keep missing each other. We got stuck in Sub terrain for a bit."

"That's underground right?" Jenny asked, "EW!"

"Hi Timmy," Reggie smiled at him, "Sam's in his lab, he's expecting you."

"What? Mr. Fantastic is in his lab ignoring you?" Timmy said in mockingly shocked tone, "why are you still hanging around with that guy, when you could be with me?"

"Ugh," Jenny groaned and elbowed him, but thankfully his suit protected him.

"You know as the Invisible Woman, joining the Avengers," he finished.

"Tell Sam that Jen and I are having some girl time," Reggie said taking Jenny's hand, "assuming he notices you're there."

And with that, they left.

'_Well, that failed,' _Timmy thought to himself.

* * *

In Sam's laboratory, Timmy was busy explaining the event that happened in Asgard, as Sam stretched himself across the room doing his usual work.

"And so I'm explaining to Thomas and Poof that Asgard and Fairy World are other dimensional realms and not a couple of magical fantasy lands," he continued, "when we discovered a spike of unknown energy."

"Adjusting conral variable to -5.667," Sam said as he scanned Princess Gaz, completely ignoring Timmy, much to his annoyance.

"And so it turns out that Asgard and the other realms are accessible by manipulating trans-dimensional wormholes," he continued, "everything about Thomas, Poof and the nine realms is explainable by science, which I've been telling everyone."

* * *

At this time, Jenny and Reggie were walking to the Number 42 prison as Jenny was explaining her version of the adventure.

"It's true!" she said, "Thomas and Poof live in magic kingdoms, with rainbow bridges and I flew on a horse with wings! There elves, fairies, giants and a big magic tree, too! We're still tracking down the other villains, but we pretty much saved the universe."

"Wow, I'm impressed," Reggie said as she saw the amount of villains in the prison, "Rocket Power have put a few bad guys in here, but we're mostly just exploring whatever new thing Sam has found. You Avengers though, you've been busy."

* * *

"So, I had to forge a new suit of armor," Timmy said, with Sam still ignoring him, "from a metal that doesn't even exist in this dimension!"

"Uh-huh," was Sam's reply, "and where is that armor now?"

Timmy wasn't sure how to answer that without sounding stupid.

"Uh...the Dwarf King kept it," he said, "it was part of the deal I made with him for helping me."

"Uh...huh," Sam slowly said as he stretched back to his desk to jot down a few notes.

Timmy just shook his head.

"I should've stayed at the mansion."

* * *

Back the mansion, the remaining Avengers, Otto and Twister were now playing a somewhat friendly game of poker as Arnold told his version of the trip to Asgard.

"So Thomas stayed in Asgard," he said, "no one's seen him a few weeks, but yeah, we pretty much saved the world, again. You're welcome."

"Pfft, whatever," Otto scoffed, "Rocket Power saved the world this morning, before breakfast."

"The rocky fellow," "Danny" said, having just met them for the first time, "he's 'The Thing'? Which one are you again, son?"

"W-Whoa, what?" Otto stammered, "are you serious?! How could you not know this?! I'm Otto! Otto Rocket, the Human Torch?!"

Arnold and Helga just smirked at each other.

"Ah, give him a break, Rocket," Arnold said "Phantom's like a hundred years old."

"Well, I call," Helga said folding her cards, "Twister?"

"BOOYA!" he said revealing his hand, "full house!"

Everyone was quite surprised and impressed by his hand, all except Hulk Jimmy, who just gave him a dark scowl. He then slammed his hand on the table and then leaped over and tackled Twister in pure rage...again.

Manny looked at the two giants fighting for moment before unveiling his hand.

"Four aces."

* * *

"Brad, I've been able to keep Princess Gaz stabilized," Sam said as he stretch back ot his desk, when he finally realized that Brad wasn't there, "wait, where is Brad?"

"Leave of absence," Timmy answered, "are you really this oblivious or are you just the dumbest man on the planet?"

That caught Sam's attention.

"Excuse me?" he asked threateningly.

"Reggie Rocket is WAY out of your league," Timmy continued, "and you're messing it up by ignoring her all the time. But, on second thought, if things aren't working out between the two of you, I..."

"I can think of 100 different ways to seal you in the armor forever," Sam said darkly, drawing his face a little too close to Timmy.

They scowled at each other for few long seconds before Timmy started chuckling. Sam just had to join in.

"Honestly Timmy," he said, "I think Reggie's the one who's been ignoring me the last few weeks. She's been very distracted lately."

* * *

"Men are dumb," Jenny said as she and Reggie left Number 42, "and don't even get me started about Brad. He keeps trying to quit the team!"

Little did they know that a robot was hiding in the shadows watching them.

* * *

"Whoa, you guys are going to be cool right?" Arnold said as he kept Hulk Jimmy and Twisted from tearing themselves apart, "everyone just...be cool!"

"He started it!" protested Twister.

"What is it with you two anyways?! Arnold demanded.

"Rodriquez is just sore because he's never beat me in a fight," Hulk Jimmy said.

"In your dreams Jay-Jaws," scoffed Twister, "I've gone toe-to-toe with stuff that make you piss your blue pants!"

Just like Jenny and Reggie, a robot stood outside the mansion walls, watching the events happening inside.

The images were being transmitted back to Rossum, where he gave the order to attack.

"Now," he said.

Boom...


	5. Chapter 1B

**Chapter 1B**

"Sam, Sam!" Timmy coughed as he gathered his helmet after the sudden explosion. He scanned the area and found Sam pinned to the floor by a large piece of machinery. Once Timmy freed him, he gathered himself and and began seeing if everything was okay.

"Gaz?" he asked.

"She's alright," Timmy answered, "she's stable. What happened..."

He quickly got his answer when another explosion occurred. Through the dust came a squad of battle robots, armed to destroy them.

* * *

But they weren't the only ones as Jenny and Reggie were facing off a squadron of their own. A blast from one of them, knocked Jenny to the ground, knocking off her systems. As the robots charged at her, they were quickly stopped by a force field preventing them for attacking. Jenny turned to see that Reggie had drew it up.

"You okay?" she asked.

"Yeah, I think so," Jenny asked, "what the hell are these things?"

* * *

Back at the Baxter Building, Timmy and Sam were fighting of the robots one by one, as Timmy would sent a replusor blast through the robot, destroying its systems. Sam would wrap himself around a robot and rip out its programming.

"Oliver must've found a way around the building defenses," he said.

"No kidding," Timmy said as quickly drew up a force field as more robot entered, "this old armor can't take much more of this. What is it with you and Dr. Rossum anyway?"

* * *

At the mansion, the remaining Avengers and Rocket Power members were battling a much bigger squad of robots as they just kept coming.

"Hey, do you think I could have some for powers?" Arnold asked "Danny" as he drew up energy shield, "I need some protection here."

"Agreed," "Danny" smirked, but before he could say anything else, Twister came crashing in between them.

"So who's this 'Dr. Rossum'?" "Danny" asked.

"Eh, your standard arch enemy," Twister answered, "Oliver Van Rossum has been obsessed with Sam for years. Always trying to prove he's smarter or take over the world, you know the usual. Except he's got his own country and army of robots to back up his threats."

"Don't care," Hulk Jimmy said as more robots entered, "time to smash!

Both he and Twister charged at the incoming squad as "Danny" was about to as well, but Manny stopped him.

"This is wrong," he said, "Dr. Rossum has nothing to gain by attacking us here. This wreaks of desperation, something he is not known for."

* * *

"Why now?" Sam said as he worked on a laser gun while Timmy covered him, "why is Oliver attacking now, especially when there are two Avengers here?"

"Because he hates you, a lot," Timmy answered, "didn't he shoot the Baxter Building into space once?"

"Yes he did," Sam said, "but he had a reason, just like he has a reason for doing this. We just need to find out what it is."

Timmy was so distracted by Sam talking that he failed to notice a robot lurching right at him, tackling him out the window. Sam quickly followed and morphed into a parachute before catching Timmy.

"I think you need a diagnostic scan," he said as the fell slowly to the ground.

"I got it, thanks," Timmy said as he began to do so. Their slow descent was shot lived as more robots appeared, fired off their lasers, causing Sam to lose his grip on Timmy's armor and they both came crashing on the ground. Once they gathered themselves, they found that they were surrounded.

"Reinforcements maybe in order," Sam said.

"Avengers Assemble," Timmy said into his radio, but received nothing but static, "They're jamming my communications. SHIELDS!"

However, much to their surprise the robots suddenly withdrew.

"Uh, okay," he said, "never mind shields."

* * *

At the mansion, an explosion from one of the robots sent Hulk Jimmy and Twister outside as the even more robot drew closer. The rest of the Avengers and Otto quickly raced outside to help.

"Stupid robots," Hulk Jimmy said as he got up.

"You know, I thought you were supposed to get stronger the madder you got!" Twister said, "Well get mad you dumb monster!"

He then threw a punch at his rival, but was quickly blocked as Hulk Jimmy gripped his wrist tight.

"I'm already mad," he seethed and flung Twister as a battering ram against approaching robots.

"WHOA!" Twister shouted as he was thrown.

Suddenly much like the robot at the Baxter Building, the robot suddenly withdrew and froze where they stood.

"Hey, no one's home," Otto said as he knocked on one of them. But that didn't stop Hulk Jimmy from smashing it as he dragged Twister behind him.

"Are you gonna let me go now, you big..." was Twister could say before Hulk Jimmy lifted him off the ground and slammed him against the robot, flattening it.

* * *

"Hmm, intriguing," Sam said as he observed one of the robots, "they were shut down remotely, but why? What's Oliver playing here..."

He stopped when he realized that something may have happened to Reggie.

"Reggie, come in," he said.

"She was with XJ9," Timmy said, "Cosmo, connect me through XJ9's ID chip. No response. Give me map and coordinates of Jen's location."

He observed the map presented to him and spotted where she was at.

"She's on the move," he said, "doing about 800 miles per hour. That's a little too fast than her normal top speed."

But before he could go after her, the robots suddenly began to shift and form a laser field around them.

"Okay, this may be a problem," Timmy said, "they're going to explode. Damn, Rossum really hate you!"

"Look at the energy configuration," Sam pointed out, "they formed a 'daisy-chain' to amplify the explosion. If my calculations are correct, the blast radius will encompass the Baxter Building."

"We have to evacuate everyone!" Timmy declared.

"Along with half the city," Sam added.

"Uhh...okay, here's the plan," Timmy said, "I fly the robots high enough..."

"No," Sam cut him off, "this is a distraction. Oliver has Reggie and XJ9. I'll deal with the Rossum-bots, you go after them."

"Sam, I'm not going to let you..."

"GO!"

* * *

Out across the Atlantic, one of Rossum's jets was on its way back to his castle. On board Jenny was regaining her consciousness when she saw Reggie passed out on the floor.

"Reggie?" she asked, but before she could continue, she was suddenly blasted from behind by Rossum's robotic assistant.

'Warning, incoming signal detected', the ship's computer said as Timmy raced towards it.

Taking out each other robots guarding it, he blasted himself inside and prepared himself to fight. He was just about to wake up the two captured heroes when the android entered.

"You," Timmy said and aimed his replusor ray, "I warned your boss not to mess with me, lady and now..."

Before he could finish, the android whipped out its own laser cannon and blasted Timmy out of the ship and into the ocean, allowing them to get away.

"Cosmo," he said when he reached the surface, "begin system reboot and connect me to Mr. Fantastic. I need an update on the..."

He stopped when he saw a massive ball of light rise over the city.

"Oh on," he said and flew back as fast as he could to Sam. When arrived, he found that Sam was alright and the robots didn't detonate.

"Uh...I was kinda expecting a little more...mess," he said.

"I disarmed the Rossum-bots," Sam explained, "where's Reggie?"

"They...got away," Timmy answered, "but I've got satellites tracking them. So if you disarmed these things, what was the hell was the big light show about?"

He soon got his answer when one of Quin-Jets, Otto, Twister and Hulk Jimmy arrived.

"Sam," Otto called, "Twister and I just saved the city from exploding Rossum-bots, no matter what the Avengers say. Isn't that right, Twister?"

"Eh...more or less," Twister said a little awkwardly, "the Avengers helped a little. Okay, a lot."

"If by 'a lot' you mean we did everything," Arnold said as the others exited the jet, "Tigre slowed down the chain reaction, then Hulk smashed them all together and threw them up over the city."

"Forgot to throw you with them," Hulk Jimmy said smugly at Twister.

"Wait, Avengers Mansion was attacked too?" Timmy said surprised.

"He knew Otto and Twister would be there," Sam determined, "he wanted them out of the way. All to get to Reggie. But why XJ9?"

"Whoa, slow down!" Otto said, "What do you mean, 'all to get to Reggie'?"

"Rossum has your sister," Timmy answered, "and XJ9."

"What?!" Otto exclaimed as he charged up his fire power, "then what are you standing around for?!"

"Rossum's got Reggie and we got get her back," agreed Twister, "and we clobber Rossum once and for all!"

"It's not that simple," Timmy began.

"WHY NOT?!" Twister shouted.

"Turbo Thunder is correct," Manny interrupted, "this is a trap. This is what Dr. Rossum wants, to have Rocket Power come to him on his terms. If you charge in, you will be destroyed."

"Plus he's the dictator of a sovereign nation," Timmy added, "We go in an we're the invaders. I can see S.H.I.E.L.D. or the United States being very happy about that."

"So that's your big 'Avengers plan'?" Otto said furiously, "let Rossum win?!"

At this moment Timmy couldn't help but smirk.

"Now I didn't say that..."


	6. Chapter 1C

**Chapter 1C**

"UGH, okay, nobody shoot me," Jenny groaned as she began to regain her robotic consciousness. When she was no fully awake, she discovered that she was trapped inside a glass bubble. Thinking she could easily break out, she fried her laser cannon, but instead was zapped against the other side. After shaking that off, Jenny then found Reggie passed out in a second glass bubble.

"Reggie," she called pounding on the glass, "Reggie, you need to get up!"

"Wha?!" Reggie said alarmed and began to use her powers.

"NO!" Jenny cried and Reggie stopped herself, "it shocks you when you use your powers. It hurts. And I think that's the guy we should thank for."

Nearby at one of his main computer control desks, Oliver was busy working out his plans.

"Hey," Jenny called, not really getting his attention, "HEY! Dr. Rossum, right? You want to apologize to us before you get beaten up or after?!"

"Jen," Reggie warned.

"And don't think I've forgotten about you, you XJ wannabe," Jenny continued prattling at Oliver, "I mean seriously, do you think you're just going to walk away from this?! You think you're the only wannabe ruler we've taken down?! Here's a tip, putting a skirt over your second rate Turbo Thunder armor, not helping. What, you're too good to talk to me?"

"Ms. Wakeman," Oliver interrupted, "I am not some common criminal that can be distracted by your prattling. You are nothing to Rossum and your pathetic attempt to play mind games with me amount to exactly less than nothing. So please, stop embarrassing yourself."

Jenny was speechless. Oliver had just told her to shut up in the most dignified manner she had ever heard.

"Uh...okay," she finally said, "so what do you want?"

"I have what I need," Oliver concluded and fired up the machine their containments were attached to.

"Warning, there's an approaching aircraft," his robotic assistant said, "an Avengers Quin-jet."

"Eliminate them," Oliver said simply.

* * *

Outside, the Quin-Jet was racing toward the castle, but the heavily armed security system kicked in and fired multiple long range missiles at it.

"Here it comes," Arnold said as observed the radar.

"Torch, now!" "Danny" said and Otto followed each missile and blasted each with his fire power. One missile eventually got too close the jet, but "Danny" steered it away just in time before it exploded.

"Okay, that's it," he said, "we're aborting the mission."

"I hate this plan," Helga said nonchalantly.

And with that the jet retreated with Otto following close behind.

"The Quin-Jet survived the initial assault," Oliver's assistant reported, "but now is now retreating."

Oliver could sense something was up. He then sensed that there was someone trying to sneak up to the machine, which he then blasted with his gloves.

"AH!" screamed Timmy when he was hit, as his cloaking device shorted out. The android then walked up to him, readying her lasers and was just about to strike when Manny swooped in and tackled her. Sam at this time stretched himself in and began to search for the code to release Reggie and Jenny.

Oliver watched the events unfold and simply called in a trio of battle robots to eliminate them as he continued with his work.

The robots all surrounded Timmy, who quickly shieled his himself from each other blasts.

"Okay, so much for avoiding an international incident," he said to himself, "Avengers Assemble!"

The first Quin-Jet returned and the other Avengers and Rocket Power began their assault on Oliver's castle.

"You ready to do this Jolly Olly?" Twister asked Hulk Jimmy, who responded by pushing out of the jet.

"WHOA!" Twister shouted as he fell. Hulk Jimmy smirked for a second before following suit.

Twister crashed through the roof and landed on a robot that had just corned Manny.

"It's clobberin' time!" he shouted, but was then quickly attacked by Oliver's assistant, which Manny then disabled by ripping out her power core.

More battle robots appeared and Twister tackled each, with Manny not far behind.

Oliver continued about his business like the battle behind him wasn't his problem, when Hulk Jimmy landed right behind him. He turned just as the orange beast was about to smash him, but then grabbed his giant fist and literally flung him out the window like it was nothing.

Turning around once again, he saw the heroes had destroyed all of the robots and was completely surrounded.

"Rossum," Timmy said, "you can't win this. I'm going to give you one chance. Surrender."

"Rossum does not surrender," was his reply.

"Take him!" Timmy ordered and heroes unleashed everything they had, but Oliver just stood where he was as he drew up a force field blocking their attacks. Sam managed to break through and retrain him, but Oliver sent an electrical shock on Sam, repelling him off.

Manny then attempted to pounce at him, but was caught by his claws and Oliver knocked him out with his helmet.

After that he began to walk back to his throne, deflecting all attack from him. Otto in pure rage, fired the biggest fire blast he could make and engulfed Oliver in the flames. But once again, he drew up a force field, protecting him from the heat. He turned to Otto and fired a tractor beam at him, bringing him close to his face.

"Somebody blast him!" Otto pleaded, but was then thrown towards the others, being caught by Manny.

"You are trespassing on Latverian soil," Oliver said as he sat back on his throne, "leave. Now."

The containments that held Jenny and Reggie then opened, releasing them.

"How about this instead," Jenny said ready to attack him, "we kick your shiny, metal..."

"No," Manny said stepping in front of her.

"Are you kidding me?!" she exclaimed.

"Have what we came for, yes?" Manny asked, receiving a nod from Timmy.

"Why Oliver?" Sam asked as he held Reggie, "what did you even want?"

"You do not even see what is happening here," was all Oliver said.

"Enough," Timmy said, "we're moving out people."

And with that, everyone turned for the Quin-jets, but Timmy wasn't finished with Oliver.

"But this isn't over," he said sternly.

"I agree," Oliver smirked inside his helmet. Timmy then turned toward the machine that held the two heroines and destroyed it with a replusor blast.

"We'll hold a cell for you Rossum," he warned, "you can count on it."

And with that he stormed out, leaving the dictator scowling.

* * *

At the mansion, both teams had gathered in the assembly hall discussing what just happened.

"He chickened out," Otto said smugly, "Rossum knew he was beat. That's what I think."

Timmy ignored Otto and turned to Sam.

"What do you think he wanted?" he asked.

"I don't know," Sam answered, "but can't help believe for whatever Rossum was after, he got it."

* * *

At this time, Oliver was reviewing the scans he took of Jenny and Reggie before the attacks occurred. The scan shifted over to another image. Jenny remained the same. But Reggie on the other hand had completely different appearance.

In her place, dressed in her suit, stood a female Boudicain.

Another superhero team had been infiltrated...

_**TO BE CONTINUED...**_


	7. Chapter 2A

**Chapter 2A**

_Previously..._

_Jenny: Hulk, Smash her._

_Hulk Jimmy: Finally!_

_Brad: We all have to remember that April saved Ginger's life._

_Jenny: I'm also remember that she's an alien spy and just told us that her people are going to wipe out our planet!_

_Ginger: Guys...why is the ceiling so low?_

_April: The Gorlock will be back and they won't underestimate you Avengers again._

_Timmy: So what now?_

_April: You should prepare for the storm that's coming._

* * *

On board the former Damocles base of Zim, Ginger was giving an official a tour of the facility, now under the control of S.H.I.E.L.D's extraterrestrial research division, the Sentient World Observation and Response Department or S.W.O.R.D.

"Welcome to Damocles Base, Mr. Hendric," she said as they walked, "from here S.W.O.R.D. observes and responds to any activities involving extraterrestrial presence. And we are also trying to make peaceful first contact..."

"Cut to the chase, Major Foutley," Hendric interrupted, not impressed, "you hunt aliens?"

"Well...I wouldn't describe it like that," Ginger shrugged a little.

"I've read the reports," Hendric said, "you can skip the song and dance. What's the status with the station?"

"The ship's on board intelligence isn't responding," she sighed, "we've got partial control, but a lot of its defenses are still guarding the base. We've lost a number of agents just mapping the place."

"Wonderful," Hendric said sarcastically, "billions of dollars are going into this operation, Major. So how many aliens have you captured?"

"Excuse me?" the red headed woman asked uneasily.

"How. Many. Aliens?!" Hendric repeated, drawing closer to Ginger's face.

"Um...none," she replied awkwardly, "would you like to see the bridge now?"

Inside, agents were busy performing a variety of tasks from maintaining the ship's coordinates to the usual paperwork. At one of the main computers a spiky-green haired woman was trying to access the main database but continued to receive no response. This was special agent, Tuesday X. By the time she had entered her twenties, Tuesday parted ways with her family's spy organization, S.U.P.E.R.I.O.R. (predecessor to S.H.I.E.L.D.) and decided to make it out on her own as an agent for S.W.O.R.D. Despite having not seen her family for some time, they couldn't be more proud of her. As of now, her patience was growing thin with the computer in front of her.

"Access main controls," she said for must have been the millionth time, "respond".

Still nothing.

"Respond," she said again, "please."

Again, nothing.

"Okay then," she said, this time drawing her gun, "how about responding before I shoot you in your stupid A.I. face?!"

"Agent X!" Ginger shouted.

"What is it, Foutely?" Tuesday asked sarcastically, "I have a computer to shoot."

"This is Richard Hendric," Ginger explained, "you know, our liaison with the United States government? The one I told you was coming today?"

"I don't have time for politicians," Tuesday replied. Richard scowled.

"And I don't see why not?" he said, "you've been out here for months and what have you accomplished? Nothing. Have you even seen an alien?"

As if on cue, the computers on board all began flashing warning signs at once.

'Alert. Incoming threat detected.'

To their right, outside, a wormhole began to form and a large alien ship began to appear through it.

"There's one," Tuesday replied nonchalantly and proceeded to the microphone, "attention unidentified starcraft, this is Agent Tuesday X of S.W.O.R.D. Please respond."

The ship just kept coming closer.

"Send this on all frequencies," she ordered, "attention unidentified starcraft, this is Agent Tuesday X of S.W.O.R.D."

Just then an image of one of the ship's passengers appeared on the large windows above. The type of alien looked very familiar to Ginger.

"Gorlock!" she said, "it's a Gorlock ship!"

"Attention Gorlock ship," Tuesday said, "you've entered restricted Earth space."

"Incorrect," the Gorlock image said, "your ship is in restricted Gorlock space. Surrender or be destroyed. You have 15 seconds."

And with that the image disappeared.

"Gorlock ship, respond," Tuesday said again, "maybe you're not familiar with human time measurement, but 15 seconds isn't enough..."

"What are you waiting for?!" Richard shouted, "fire!"

"Mr. Hendric, would you please be quiet!" Tuesday snapped.

"Time's up," Ginger said as she saw the ship's cannons being ready to fire.

'Threat detected,' announced the Damocles computed and blasts from the Gorlock ship can sailing towards them, 'Defense 1 initiated.'

"Report!" Tuesday called.

"Shields are holding," replied an agent as he monitored the computer.

Ginger then noticed something appear from the ship.

"Look," she said as a smaller Gorlock ship departed and made a descent towards Earth.

"Major, it's time to see what those powers of yours can do," Tuesday said, "take a team and intercept that ship. I'll handle things up here. Go!"

Ginger nodded and made her way the nearest hanger with two agents behind her.

"We have a hostile alien making Earth fall," she said to them as they entered a ship, "We're going in hot, boys."

She then launched the ship out of it's hangar and began to follow the Gorlock ship in hot pursit.

"This is Foutely to Agent X," she radioed, "we're 5-by-5. Good luck."

She then turned to her team.

"Anyone who had a lunch be ready to lose it," she said determined and flashed her eyes a bright bluish color.

* * *

"I think that went pretty well as far as our workouts go," Timmy said as he and "Danny" entered the kitchen at the mansion, where Hulk Jimmy was busy eating a whole turkey, "I only blacked out that one time."

"Is that how you remember it?" "Danny" questioned sarcastically.

Timmy ignored his comment.

"So Hulk, how's everything going?" he asked.

The only response her received was a loud belch from the orange creature.

"O-kay, then," Timmy said, "If anyone needs me, I'll be rebuilding Cosmo for the hundredth time. Are you still going to meet up with the others?"

"El Tigre is meeting Arnold, Helga and XJ9 in Los Angeles," "Danny" answered, "they think they've got a lead on the Serpent Society. I'll..."

"No," Hulk Jimmy suddenly interrupted, "need you here. S.H.I.E.L.D. called."

The two heroes just started at him at this sudden information as he continued to eat the turkey.

"AND?!" Timmy asked impatiently.

"Aliens are invading," the orange beast finally replied and resumed eating.

"Did they say 'where'?"

* * *

At the site where the Avengers had taken down the 459 Century months ago, S.H.I.E.L.D. agents lay scattered across the former drive-in theater, thankfully, none seriously hurt.

April stood across the field as her superior approached her.

"Pathetic," he said, "I find it hard to believe that these prime apes defeat a Gorlock Century here."

"And yet they did Yonrog," April replied, "I have seen humanity's potential first hand."

"Monsters and mutations are not potential, April."

"Beyond that," April continued, "there's a spirit within them, a warrior spirit that rivals the Gorlock."

"Pfft," Yonrog spat, "they were able to defeat Century 459, because you aided them! You are a sympathizer to these animals, but the only 'potential' they will ever have is being target practice for the Gorlock military!"

"The Supreme Intelligence disagrees," April scowled.

"The Supreme Intelligence wishes this planet to be judged," a Gorlock of about Hulk Jimmy's sized said as he exited the ship, "and that is what I will do."

"Hail Grand Accuser!" the other Gorlock said as he stepped forward.

"Where are these 'Avengers' you spoke of April?" the Accuser asked. Before April could reply a sonic boom was heard and red/yellowish blur zipped past them, knocking out each of their troops.

When the dust settled all three looked up and saw a red-headed woman in a red and black outfit floating above them. Behind her were agents in specialty battle suit of Turbo Thunder design.

"My name is Ms. Marvel," the woman said, "and I'm here to welcome you to Earth. Now go home!"


	8. Chapter 2B

**Chapter 2B**

"Now go home!"

Yonrog aimed his plasma gun and fired at the woman floating above them, but she absorbed the blast and deflected it right back at him.

"Last chance," she warned, "withdraw from Earth, now!"

April observed her closely, upon finally realizing who it really was.

"Ginger?" she asked.

"Do I know you?" ginger asked back.

"What happened to you?" April continued, "that energy signature, it's Gorlock."

"Losson?" Ginger said and landed before her, "April what are you doing here? The Avengers said you were going to try and help us and this is how you do it? By attacking?!"

"Enough!" thundered the Accuser and shot a blast from his staff at Ginger, but she dodged it.

"S.W.O.R.D., take him down!" she ordered and the agent in their battle suit began firing repeatedly at the giant alien.

They managed to push the accuser back some, but when got on his knees, the Accuser slammed his staff on the ground, creating a massive shockwave and sending the agents crashing in the surrounding earth and trees.

Ginger seethed with fury as she dived straight for her opponent.

"Ginger, no!" shouted April as the Accuser grabbed Ginger by the head and slammed her in the ground. Upon regaining herself, she felt for a moment that she could hear anything, but before she could react the Accuser brought down his staff and knocked her unconscious. April could only watch in horror.

"Was that one of the super humans you were so impressed with April?" he asked and made his way back to his pod, "for humanity's sake, I hope their rulers have more to offer."

* * *

"Agent X," called an agent, "Damocles based is scanning the Gorlock ship."

'Warning,' said the main computer, 'enemy craft is preparing to launch attacks.'

"How many?" Tuesday asked.

'5000.'

"Wait," the agent called again, "it says they stopped."

"Why did they?!" demanded Richard.

"That's never a good sign," Tuesday sighed, "they're probably switching over to a bigger gun. Get me Ms. Marvel on the com."

"The away team isn't responding," the agent replied.

"That's not a good sign either."

'Incoming teleport detected', the computer suddenly announced, 'shields unable to compensate.'

On cue, three squadrons of Gorlock soldiers appeared, surrounding them.

"No prisoners!" shouted the commander and the all began firing.

"MOVE!" Shouted Tuesday as she, Richard and other agents ran for cover.

* * *

On Earth, the Accuser made his way towards New York, with the smaller Gorlock ship close behind. Citizens began to panic as they landed near the United Nations building.

"People of Earth," announced the Accuser above the panicked crowd, "you have a choice: surrender and become part of the Gorlock Empire or be destroyed. You have five minutes."

Time speed by as citizens tried to decide on what they should do, but before they could reach a final discussion, the Accuser spoke once more.

"Your time is up," he said, "what is Earth's answer?"

"Sorry I was late," called a voice, "what was the question?"

The Accuser turned to see Timmy and one the Quin-Jets floating behind him. The crowd cheered when they arrived. Hulk Jimmy and "Danny" exited the Quin-Jet to face to Gorlock on the ground.

"You represent the leaders of this planet?" asked the Accuser.

"Well I am pretty popular..." Timmy began.

"Then surrender your planet to the Gorlock Empire," the Accuser cut him off, "and you may live."

"Whoa, let's slow down here," Timmy said, "who are you again?"

"They're hostiles," "Danny" said as his fists began to glow, "let's take 'em down!"

"I know you," Hulk Jimmy said, recognizing one of the Gorlock, "April."

"Captain April?" Timmy asked, "What's going on here?"

"Turbo Thunder, please," April begged, "just do as Ronan asks, surrender. Surrender and we can work something out."

"Danny" scowled at Ronan, practically to where he almost gave out his real identity, and stepped forward.

"Avengers, attack!" he shouted and fired an energy blast from his hands.

"Phantom!" Timmy shouted, but it was too late as the Yonrog and his team began firing back.

"No. No!" shouted April as the battle began, but before she could finish, Ginger swooped in and tackled her into the nearest building.

"Well, so much for diplomacy," Timmy said to himself as Ronan flew toward him and swung his staff at him, but Timmy cut off his jet boots briefly to dodge the attack.

"Hulk, I've got this," "Danny said as he battled the Gorlock on the ground, "go help Turbo Thunder with the bug guy."

"Fine," Hulk Jimmy grunted and followed them.

"You run?" Ronan mocked as Timmy flew in front of him, "can your species be this weak?"

"It's called strategy," Timmy replied and then paused, "wait, let me have Hulk explain it to you."

"RROOOOAR!" boomed Hulk Jimmy as he seemed to have come out of nowhere and tackled Ronan to the ground, but the tables was turned as Ronan managed to bring the orange beast to ground instead. As he spun his staff, readying for another attack, Hulk Jimmy waited for the right moment and as Ronan began to strike, he quickly moved out of the way and side swiped him off his feet.

"Ginger, stop!" April begged as she now found herself being bombarded with energy blasts from Ginger.

"I believed in you," Ginger said as she kept firing, "you were my friend! All this time I thought you were fighting for us! But you were just bringing you people back here to conquer us!"

She then fired one final blast and brought April to her knees. Ginger then grasped her by the collar.

"You have to convince the Avengers to stop," April begged, "they'll listen to you."

"Why?!" Ginger demanded.

"Earth cannot survive what's coming," April continued, "they're just waiting for Ronan's signal."

* * *

"Report," demanded the Gorlock captain on board the main ship.

"No word from the Grand Accuser, Captain," a solider replied, "but Commander Kaylow has reported that they have secured the bridge of the human ship."

On board Damocles, Tuesday and Richard hid behind a door as Gorlock soldiers continued taking out the remaining agents.

"Do something!" snapped Richard. At last, Tuesday lost patience.

"How about this?!" she shouted, "I push you in and as they're shooting at you, I can secure the bridge or you can just shut up and let me listen!"

Richard gulped and nodded and Tuesday turned back to listen in on the commander speak.

"Animal," he said to a squid like creature, "we could not access the A.I. from our ship. You will do this now."

"Like, dude," the alien said in a teen surfer like voice, "this tech, is like way out of my..."

He was cut off when a solider aimed a gun near it's head.

"Okay dude, I can do it!"

In merely thirty seconds, the alien managed to gain access the ship's A.I., much to Tuesday disbelief.

"This is Kaylow," the commander reported, "we have control of the station A.I. Once Ronan gives the signal, we can turn the human's own station against the planet."

"Terrific," Tuesday said to herself and radioed Ginger, "Agent X to Ms. Marvel, if you're still alive we've got a problem."

"I'm here X," Ginger replied, "what's your situation?"

"The Gorlock are planning a strike from space," Tuesday answered, "you need to find someone called Ronan and keep him from transmitting any signal or communication."

Ginger looked over and saw Ronan in battle with the three Avengers.

"Ginger," April said, "if I have to fight you to save your life, I will. You can't beat Ronan."

Ginger scowled.

"You don't know me at all," she said and tossed her aside. She flew up towards Ronan and tackled him from behind just as he was about to strike Timmy with his staff.

"Ronan, right?" she said, "you wanted us to surrender? Now it's your turn. Give up!"

"You sure you're still in charge?" Hulk Jimmy asked mockingly at Timmy.

"Ha ha," he scoffed.

"You are an arrogant species," Ronan said, "and as such, unworthy to join the empire."

The four heroes looked as each other as Ronan made the call.

"Attention all Gorlock forces," he said, "this is the Grand Accuser. I have made my judgment. Eliminate all life on this planet."


	9. Chapter 2C

**Chapter 2C**

"That's it," Tuesday said as another one of her troops was taken out, "I've had enough."

"X, wait!" Richard shouted as she headed out onto the bridge.

The Gorlocks standing on bridge turned as they heard the sound of something sliding towards them on the floor. I was revealed to be Tuesday's gun as it stopped near the Commander's feet.

"Hold your fire," she announced walking in with her hands up, "I'm Agent Tuesday X, Commander of this station. On behalf of Earth, we surrender, so don't shoot me."

"Not really smart, babe," said the tentacle-like alien working the A.I.

The commander nodded and two of the Gorlock soldiers went to take Tuesday into custody, when suddenly her hands began to glow a fire red color and blasted the two soldiers away, snatching their guns in the process. Within seconds she regained the entire ship.

"You," she said to the captive alien, "got a name?"

Chang," the alien replied defensively, "Mark Chang, former prince of Yugopatamia."

"I've been trying to access the A.I. on this ship for months, Chang" Tuesday as she approached him, "you did it in about 30 seconds. Here's my offer: I free you from the Gorlock, I keep you safe. In exchange, you work for me."

Mark didn't think twice.

"I accept," he said.

"Good," Tuesday replied and took his control collar off, "now cut off all communications from that Gorlock ship."

With a simple push of a button, Mark killed all contact.

"Done," he said.

"I saw what you did X," Richard said as he walked in, "there's nothing in your file about being a super-human."

Tuesday scowled.

"Who said anything about me being human?"

* * *

On Earth, Ronan waited for the response message from the Gorlock ship.

"Ronan," April approached, "all communications from the ship are down."

"Did you do that?" Timmy asked Ginger.

"No, I thought you did?" Ginger answered.

"Ms. Marvel, this is X," Tuesday said over her radio, "we've cut off all communications to and from the Gorlock ship. If there are any Gorlock left, handle with extreme prejudice."

"Time to pick a side, April," Ginger snarled.

"I am on your side Ginger," April said, "there is no hope here, except surrender."

"Man-kind will never surrender," "Danny" said as prepped himself to fight.

"Ever," Ginger agreed.

"Such arrogance," Ronan said, "you wish to die here? So be it."

He then raised his staff and fired...

* * *

"Then fix it!" thundered the Gorlock Captain, "I need communications restored right now and if you can't do it..."

He was cut off when the teleportation device activated and in came Tuesday and here remaining troops.

"No one even think about moving," she threatened, "Chang, lock it down. The bridge, hangars, the crew quarters, lock it all down. This ship is now the property of S.W.O.R.D."

* * *

Meanwhile the battle between the Avengers, Ginger and Ronan continued as Ronan seemed to get stronger by the minute.

Ginger stood before him and fired an energy blast from her hands as Ronan did the same with his staff. As a last resort, April jumped directly in between their beams.

"NO!" Ginger shouted and rushed to her side as Timmy, "Danny" and Hulk Jimmy continued the fight.

"Why did you do that?" she asked.

"If...if Ronan wins," April panted, "there's still a chance humanity can survive. If he loses, the Gorlock is 100,000 star systems strong. Earth will be crushed."

Ginger frowned at her words.

"If you knew anything about humanity," she said, "you know we could never do what you're asking."

She rose to her feet and marched over towards Ronan, who had just taken out both Timmy and "Danny".

"You seek to face me again?" he asked, "it will end not better for you."

And with that her fired, but Ginger began to absorb the energy from the beam, building for her retaliation and began to shove the blast back.

"Fall!" demanded Ronan, but Ginger refused to give up.

"Why won't you fall?!" he shouted again.

At that moment, Ginger released the built up energy and sent Ronan crashing against the nearest building. He laid on his stomach as she stood before him.

"Surrender," she said.

"Never," Ronan spat.

"See, we've got something in common after all," Ginger said and delivered the last punch. Ronan was defeated.

* * *

With the Gorlock defeated and taken into custody, Tuesday stood on the bridge with Richard as they watched the newly captured ship float by.

"I assume this will all go into your report," she smirked, "you know, the whole, 'S.W.O.R.D. saves Earth' thing?"

"You're not fired," was Richard's reply, "yet."

Tuesday shrugged. _'Oh well, better than nothing.'_

* * *

In the Number 42 prison, Timmy and Ginger watched as Ronan was placed into his cell, who was fuming.

"Not too bad for your fist time out," Timmy said as they began to leave.

"Thanks," Ginger said, "that means a lot coming from an Avenger."

"I'm glad you feel that," Timmy stopped and turned to face her, "because I want you on the team. Johanssen agrees. Join the Avengers."

Ginger couldn't believe what she just heard.

"I...I don't know what to say," she grinned.

"Yes works pretty well," Timmy smirked.

"Yes, yes. I'll still have responsibilities with S.W.O.R.D., but yeah, it'd be an honor. Thank you."

"You're welcome," Timmy smiled, "hopefully you can save my life a lot more in the future."

On their way out, they stopped by April's cell, who sat forlorn and defeated.

"I had convinced the Supreme Intelligence that Earth was just a scientific anomaly they needed to study," she said, "but now, you're a threat. Because of what you've done, the Gorlock will come in full force."

"We'll be here waiting," Timmy scowled and left. Ginger took one last look at her former friend and followed her new teammate.

In the cell next to April, Zim had heard everything...

* * *

In an undisclosed location, "Danny" was finding a spot where couldn't be seen.

He picked up his communication device and began to send a transmission.

"We must move up our timetable," he said and morphed into his true form.

"The Gorlock are coming..."

**TO BE CONTINUED...**


	10. Chapter 3A

**Chapter 3A**

A storm was raging outside the S.H.I.E.L.D. helicarrier as it flew through the night sky. Inside Assistant Director Phoebe Heyerdahl was sound asleep in her quarters on board. She woke to the sound of someone approaching her and before she could react, the a figure grabbed her.

"HMMMP!" she muffled thought the attacker's hand. It was then revealed to be Lila in her Mockingbird attire.

"Phoebe, relax," came a deep voice, "we're not going to hurt you." Phoebe looked and saw Gerald standing across the room.

"What is the meaning of this, sir?!" she demand, furious that he would approach in such manner.

"I've got about 90 seconds before S.H.I.E.L.D. security detects us," he said, "We returned at this time to give you a warning: Watch your back. I've been keeping an eye on you since the Plasmia incident and I left Phoebe. I'm taking a big risk here. Maybe you're human, maybe you're not. But bottom line, I'm running out of time."

Phoebe looked at him confused. What was he taking about.

"If you're human, than the world needs you," Gerald continued and pulled out a disk from his jacket, "everything I know is on there. You can't trust S.H.I.E.L.D., the Government, Plasmia, as they all have been infiltrated. The worst part is the Avengers have too. Everybody has been compromised. If you trust me enough look at what's on that disk and if you're on my side, you know where to find me. I always like Heyerdahl."

And with that, he picked up a remote which sent a blinding light through the room. When Phoebe regained her sight, Gerald and Lila were gone.

"Assistant Director Heyerdahl," an agent called from outside, "is everything okay?"

Phoebe paused for a moment and held the disk in her hand.

"Yeah, everything's all good here."

* * *

A few nights later, most of the Avengers gathered a local pizza parlor to celebrate the Ginger's official welcoming to the team.

"Okay, I'd like to make a toast," Timmy announced as the pizza arrived, "well...less of a toast and more of a welcome. A welcome toast."

"Wow, you're really bad at this," Arnold smirked as he ate his first piece.

"Well I'm pretty good at 'you just got fired' speeches, Arnold, if you catch my drift," Timmy retorted, "I'd like to officially welcome Ms. Marvel to the Avengers. You've been with us for two weeks and have already saved the world twice. We're even considering taking you off probationary status."

"Considering it, bucko," Helga repeated, "don't get cocky."

"I'm just glad there's a third girl on the team," Jenny smiled.

"Here, here," Timmy and Arnold agreed, but Arnold's side was met with a jab from Helga's elbow.

"Thanks guys," Ginger said, "this means a lot to me, really, but...um...do you have someone at the mansion in case of random evil?"

"We have regular monitor duties," "Danny" explained, "Hulk is on tonight."

Ginger stared at him with a shocked and surprised look.

"And El Tigre is on Hulk duty," he assured her.

* * *

In the Assembly Hall, Hulk Jimmy stood at one end of the room while Manny sat meditating. The silence was thick it could be cut with a knife.

"Hmph," Hulk Jimmy scoffed, "you talk too much."

* * *

In Central Park, a woman with curly blonde hair was running thought the park, giving the appearance she was just on her daily excerise run. This was S.H.I.E.L.D. special agent Nadine Johnson. While pursing her career in Entomology, she joined the agency with Arnold and the others not long after high school.

Nadine paused under a bridge to catch her breath when she heard a growling noise from behind her. She turned to see the Gryphon approach her.

"Hello Mr. Horton," she said, "I've been looking for you. You probably can't understand me but I need your help. I need you to do something for me, but that probably won't happen unless I give you the worst earache of your life. Sorry."

And with that she charged her hands placed on the on the creature who screamed in pain and began to rampage through the park.

As Nadine watched the Gryphon destroy everything until it was out of sight, she radioed her superior.

"This is Quake," she said, "Phase I is go."

* * *

Back at the Pizza Parlor, Ginger was telling everyone her back story and how she became involved with S.W.O.R.D.

"I originally wanted to be an author," she said, "but I joined the Air Force right out of high school. They paid for college, but I re-enlisted anyways so I could fly jets. I loved flying jets."

"What was you're squadron name?" "Danny" asked.

"The 102nd," Ginger answered proudly, "the best of the best. Major Ginger Foutely, call sign 'Warbird'. They moved me into special investigations not long after. They knew I was big believer in law and order. Without rules, we've got nothin'."

"Major?" Arnold perked up intrigued, "that means she out ranks you old man."

"Danny" wasn't sure whether to laugh or be offended by that comment.

"And as a S.W.O.R.D. field commander, I out rank both you and Blondie when you do ops for S.H.I.E.L.D." Ginger smirked.

Arnold attempted to retaliate by firing a toothpick from a makeshift bow of a rubber band and a straw, but Ginger shot a little beam from her finger before he had the chance. Helga and Jenny burst out laughing.

"I like you already, Major," "Danny" said.

Just then they all heard a commotion outside and there they saw the Gryphon rampaging through the streets.

"Check please," Timmy announced as that was the team's call to spring in to action.

"Come on, Ms. Marvel," Helga said preparing her pistol, "fun's over. Time for the after party."

"You guys are way too excited for a flying monster running down the streets," Ginger smirked as she prepared her mask.

"You guys go ahead," Timmy said, "I'll catch up once I have my armor. Make sure the newbie does all the hard work."

The waitress then arrived with the check.

"I'm going to need about 10 pizzas to go," Timmy said, "Hulk would tear me apart if I didn't come home with food."

"No, you're not going home," a familiar voice said.

Before Timmy could react, a tranquilizer and shot into the back of his neck and was knocked.

"This is Heyerdahl," the woman said, "I've got him."


	11. Chapter 3B

**Chapter 3B**

"Ugh...what hit me," Timmy said to himself as he slowly regained consciousness from the tranquilizer. His vision was blurred, but once it became clear he saw Phoebe standing in front of him.

"Wha..What? Heyerdahl?" he asked, "what's going on? Where am I?"

"You're in a safe place," she answered, "you've been out for about 20 minutes."

She turned and walked towards who was responsible for Timmy's sudden "capture". There stood Gerald, with Lila and Nadine next to him.

"Johanssen?" Timmy said in surprise and jolt upward, the effects of the tranquilizer caused him to lose his balance a bit, "what's going on here? Where have you suddenly disappeared to? And where is 'here'?"

"You're in one of my personal safe houses," Gerald explained, "the one S.H.I.E.L.D. doesn't know about. As for what's going on. I'm going to show you."

He gestured Timmy to another room and opened the door. Inside, Timmy could believe what laid in front of him. There laid a pale yellow alien female in the appearance of Desiree, one of Baron Scheck's former accomplices.

"This is a Boudicain," Gerald continued, "a shape-shifting alien that can take the appearance of anyone. They're invading Earth. It's already started."

"Whoa, whoa, hold on here!" Timmy said as he stared at the alien, "start at the beginning. Where the hell did this thing come from?"

"Uh, space," Nadine answered sarcastically.

"Cute," Timmy glared.

"It was actually because of the Avengers that we found out about the Boudicain in the first place," Gerald said, "when Hawkeye decided to go after La Sombra to San Lorenzo against out orders, he was taken to Plasmia Island where they discover his parents were being held prisoner. And while he and Widow were messing up months of work, Mockingbird took down Desiree."

"When Desiree hit the ground I going to go back and help your team," Lila added, "but then it happened. Desiree changed right in front of me and turned into this."

"And then Lila did the most sensible thing any agent of S.H.I.E.L.D. has ever done," Gerald continued, "she kept it quite and brought it to me."

"So if one of these things got inside Plasmia," Timmy began cautiously.

"At that point I realized that anyone in anywhere could be a Boudiacain," Gerald finished.

"It doesn't make sense," Timmy shouted, "how do you know this? How do you know this is Boudicain? I'm assuming this one isn't talking."

"Pulled this off it," Gerald answered reaching into his coat and revealing a communicator, "some sort com device. It's fried, but we've been able to get some data off it. A bunch of hissing action, but the word 'Boudicain' comes up a lot. Doing further research, I found there are two types of Boudicain. This one here is female. The males, however, are wolf-like hybrids. We were also able to determine that Desiree received communications from two locations. One of them was the S.H.I.E.L.D. hellicarrier and the other..."

"I've got to get back to my team!" Timmy said and prepared to leave.

"Timmy," Gerald stopped him, "the other communication came from the mansion. The Avengers have been infiltrated."

* * *

Back on the streets, the Gryphon was flying all around the city. "Danny" flew close by and shot an energy blast to get his attention. It worked and the Gryphon flew higher.

"He's all yours, team," he radioed and the other flew up after him. They began firing all around to keep the Gryphon distracted, but the strategy failed as it flew towards Ginger and tackled her to ground, leaving a huge crater in Central Park.

"Alright kitty cat," Ginger mocked, "I don't want to hurt you, but...WAH!"

She was cut off when the Gryphon suddenly punched her.

Jenny, Helga and Arnold landed nearby.

"We should help," Jenny said.

"Why? Did you even read her file?" Arnold asked, "she's as tough as Thomas and almost as strong as the Hulk. I'm pretty sure she can handle this."

They watched at the Gryphon held Ginger's leg by the mouth and slammed her against the dirt.

"Oooo," Jenny winced, "Ginger, you're doing wrong. You're supposed to get out of the way."

"Yeah it works better if you tackle the monster and not the other way around," Arnold added in on the fun.

"And if tries to bite you, you should not let it," Helga added.

"Are you sure you've done this before?" Arnold asked.

"Very funny you guys!" Ginger shouted as she continued fighting.

It was then "Danny" flew up.

"In my day we gave new recruits a hard time," he said, "nothing like this..."

He then smirked.

"...and my day was worse."

"You're doing great!" Arnold shouted.

"Watch out for this tail!" Helga added.

"I get it," Ginger called back, "that's fine. I'm not afraid of the dirty work."

She gave another punch to the Gryphon, which sent it back a little.

"Okay, let's do this ugly..."

* * *

"Baron Scheck was going to execute all three of us," Lila continued about what happened at Plasmia Island, "but Desiree stopped him, she suggested they keep Arnold and Helga, specifically Arnold. We were taken to the dungeons where they separated us."

"Why?" Timmy asked.

"She said he might be useful," she answered.

"Or she wanted to replace him with a Boudicain agent," Gerald added.

"This is insane!" Timmy shouted, "you're saying that Hawkeye is one of these...things?! I know Hawkeye. And you've known him practically your entire life!"

"While more research we found that not only did the Boudicain have Desiree's voice and appearance," Phoebe said, "but also her memories. She was perfect copy in every way."

"He's a suspect Timmy," Gerald said, "That's what we're saying."

"And how do I know that you're not a Boudicain?!" Timmy demanded.

Gerald smirked.

"Mmm, mmm, mmm, now you're gettin' it," he said.

"I get..." Timmy began, but stopped when he realized what was happening. He turned and bolted out the safe house towards the mansion.

* * *

Now cloaked in his Turbo Thunder armor, Timmy observed as the Avengers that were out fighting the Gryphon returned, having a good laugh. He scanned each one of them.

"The look on the Gryphon's face when he bit down on your leg!" Jenny said.

"Let's hope his teeth grown back, "Arnold said, "no one's going to take him seriously with that."

"I felt bad for him though," Ginger said, "he gave me the puppy dog eyes like I yelled at him or something."

"Crimeny, next time Hulk get out line, we're sending you in," Helga said, "I think you could take him."

"What's so funny?" said a scowling Hulk Jimmy as he stood at the other end of the hall, "I don't see any food."

"The Gryphon attacked, Hulk," "Danny" said, "we had to leave dinner early. Sorry pal."

Hmph. Lucky for you I was stuck with him," Hulk Jimmy notioned towards Manny as he entered, "I'd rather be fighting."

It was then Manny looked in Timmy's direction. Timmy cursed to himself that he had been caught.

"Uh...what are you looking at?" Jenny asked.

"Turbo Thunder," Manny answered, "he is hiding in the shadows, cloaked.

Everyone stayed silent as Timmy revealed himself.

"Uh, Timmy?" Jenny asked, "what going on?"

Timmy said nothing for a moment.

"I just got back from meeting with Gerald Johanssen," he finally said, "and I've got a quick question I need to ask."

Everyone wait for him to finish as he walked towards them.

"Is anyone here a shape-shifting alien?"

"What?!" Jenny asked in surprise and confusion.

"You saw Gerald Johanssen?" Ginger asked as well.

"Remember when the Gorlock showed up?" Timmy continued, "Captain April told us how they were at war with an alien race called the Boudicain. Well, the Boudicains are here and they can look like anyone. And Johanssen thinks one of you has been replaced by one."

Silence filled the hall as everyone was stunned by Timmy's words. Jenny then burst into fit of laughter, but stopped when no one else was.

"Wait you're being serious?" she said, "you've got to be kidding! That's that just not possible, we're...we're us. We know each other. No one here is some alien imposter."

Timmy said nothing.

"You're holding back, "Arnold said as he stepped forward, "Johanssen wouldn't have come to you with this if he didn't have someone pegged."

"You're right," Timmy answered, "it was you. He said you were the Boudicain, Arnold."

Arnold turned to see everyone was staring at him with uncertainty.

"Whoa, whoa!" he said, "XJ9's right, this is crazy! I've saved this team more times than I can count! I've helped save the world! I'm not some alien!"

"Hawkeye," Ginger said from behind, "Arnold, I need you to come with me."

"What are you talking about?" he asked.

"I may be an Avenger now, but I am also an agent of S.W.O.R.D.," Ginger answered, "this is what we do. If Johanssen believes you're one of these Boudicains, I need to bring you in for interrogation. Those are the rules."

"Don't touch me!" Arnold shouted as she reached for his arm.

"Don't make me do this the hard way, Hawkeye," Ginger warned, with her fists glowing, "look, there are rules and if I..."

"You can take your rules and stuff 'em, Foutley," Helga snarled and aimed her wrists guns behind her as Arnold readied his bow and arrow, "Football Head's not going anywhere with you!"

Concerned, Jenny flew up in between them.

"Ginger stop this," she begged, "Hawkeye is one of us."

That's when Timmy prepared one of his replusor rays, ready to attack. Arnold sighed.

"So much for 'Avengers Assemble'..."


	12. Chapter 3C

**Chapter 3C**

"All of you stop this!" Jenny shouted as she stepped in between her friends and teammates who looked like they were about to kill each other, "we're the Avengers. We're better than this. If we can't trust each other, we've got nothing."

Arnold sneered and looked towards Manny.

"Manny," he said, "It's me Manny, you have to believe me. You know me."

What Arnold next was not what he wanted to hear from the Miracle City king.

"Turbo Thunder is correct," he said, "if the Boudicains truly are here, then any of us could've been replaced at anytime. Look at Ant Man's recent behavior. Who's to say that the Armeggedroid incident was not intentional?"

"HEY!" Jenny snapped, further proving his point.

"No one knows anyone," Manny finished and proceeded to the near hangar, "not that well."

"I'll give you one last chance," Ginger said to Arnold, "come in with me to S.W.O.R.D. and we'll sort this all out."

"How about this?" Hulk Jimmy offered as he and Helga stood next to their accused teammate, "If you don't put your arms down, you're going to lose 'em. Hawkeye's with us."

"I've earned my place on this team," Arnold added, "I've earned your trust, Turner. You and Ms. Rules here need to back off now."

"I'm sorry Hawkeye," Timmy said threateningly, "you're going with Ms. Marvel one way or another. We'll find a way to determine if you're who you say you are. And if you're not a Boudician, you've got nothing to worry about right?"

"Yeah?" Helga said, "unless you're a Boudician. Or Ms. Red Head is."

Jenny stood in between the two groups, hoping they wouldn't kill each other, while letting her "inner Brad" out.

"Let's just breathe," she said, "everyone just..."

She got to finish her sentence when Arnold let loose an arrow that landed directly on Timmy's repulsor ray. In retaliation, Ginger fired energy blasts at the opposing Avengers. This only anger Hulk Jimmy even more as he charged at her and swung his massive fists down at her.

Her new powers enabled her to hold him as he pushed her further in the floor.

"Wow, she really is that strong," Jenny said in astonishment.

Ginger then flashed her eyes bright yellow and sent a massive energy wave from her body, sending Hulk Jimmy crashing against a pillar.

"Why are you doing this?!" Jenny shouted as she flew in front of her, "we made you an Avenger, we welcomed you in. We trusted you."

"You think this is how I wanted today to go?!" Ginger snapped, "I have to do this Jen. This isn't a hobby for me, this is my duty."

Before she could continue, Arnold and Helga began firing their remaining weapons at her.

Arnold was about to fire another arrow when Timmy swooped in a destroyed it. He aimed his remaining replusor ray and fired, but "Danny" shielded both Arnold and Helga from the blast.

"Don't do this Turbo Thunder," he said warningly.

"I have to," Timmy answered as he landed in front of him, "I...I can't trust you...any of you. Hulk and XJ9 are already shape shifters. Danny Phantom could've been a Boudician from the day S.H.I.E.L.D. found him. Ms. Marvel was working with an alien when we met her and El Tigre, he hacked Cosmo for our files. And we just blew it off."

"We don't have any proof, Timmy," Jenny said.

"I saw it," Timmy said, "I saw Johanssen's Boudician with my own eyes. This is happeneing."

"If Boudicians are invading then the world needs us. The Avengers can fight this!"

"El Tigre was right to leave," Timmy said turning around, "I can't trust any of you. And if we can't trust each other, than we can't fight anything. I helped start this team because I needed people I could count on...and now I can't. The Avengers are over as far as I'm concerned."

And with that, Timmy blasted out the mansion and back to his estate in California, leaving everyone in complete shock.

"I'm not a Boudician," Arnold said turning his attention to Ginger, "And I'm not some flunky from S.H.I.E.L.D. I'm an Avenger. And if you're going to take me in, you better be sure. You better be sure about all of us."

Ginger stayed silent for a few seconds before speaking.

"This was supposed to be my welcome party," she said and flew out toward the Damocles base.

"I can't believe this is happening," Jenny said, "this can't be the end."

"Crimeny, get real Robo-girl," Helga said, "Turner was right about one thing: The Avengers are over."

"No," said "Danny", "this is what the enemy wants. To tear us apart through paranoia and mistrust. To win the war without ever firing a shot. Well I don't know about you, but I'm not going to let that happen. Being an Avenger is the only thing I have in this world and I'm not going to give it up that easy. I'll lead you, if you'll have me."

He then extended his arm out, hoping for a response.

"If I leave, it's like admitting I'm guilty," Arnold said as he approach him, "and that's not gonna happen. I'm in."

"You and me both Arnold," Helga said as she joined him.

"I'm not going anywhere," Hulk Jimmy said, "I made a deal. Besides, what's some Boudician gonna do to me?"

Jenny then stepped up beside them.

"Thank you Phantom," she said and place her metallic hand on the group.

Outside, Gerald and Nadine had witnessed the entire conflict.

"I can't believe he just came out and asked them if they were Boudicians!" Nadine said in disbelief.

"This is a man who kept his secret identity for about five minutes," Gerald said, "why would you think he wouldn't tell 'em? I got what I wanted. Turbo Thunder's the real deal."

"Oh great," Nadine rolled her eyes, "Except by revealing you're involved and letting the Boudicians know you're on to them."

"Mmm, mmm, mmm, I always assumed they knew I was on to them. Turbo Thunder's doing the same thing I did. He's putting the Boudician in a position where he can mess up and reveal himself."

"So? What now?"

"Now we wait. It's the Boudician's move."

* * *

In "Danny's" secret meeting place, he entered the warhouse, making sure the coast was clear.

"So how did it play out?" came a female voice.

"Exactly as you predicted," he answered, "soon Earth will be ours."

From the shadows, Lila appeared as she stood in front of him.

"Danny" knelt before her and kissed her hand.

"As it is written...my queen."

"Lila" then morphed into her true appearance as she repeated the phrase.

"As it is written..."

Mandie...


	13. Chapter 4A

**Chapter 4A**

It was business as usual on the S.H.I.E.L.D. hellicarrier, except for Agent Thaddeus 'Curly' Gammlethorpe, who waited patiently on the deck as a jet came in for a landing. On board was Doctor Henry Rutland. With him were two military personnel. One appeared to be the 'yes-man' type. The other was General Vincent 'Lightning' Vortex, father of Jimmy Neutron's girlfriend, Dr. Cynthia Vortex.

Many would think that after the incident with Eustace Styrch in New York would make him seen sense, but unfortunately, that was not the case as he more determined to take Jimmy and his hulk form ever more.

"It's an outrage!" he ranted as he, Phoebe and Henry exited the jet, "I'm a Four-Star General. I shouldn't have to ask permission from a punch of long-haired hippies and little Asian girls who think they're Gerald Johanssen."

"General Vortex, Doc Rutland," Curly greeted, "welcome to the S.H.I.E.L.D. hellicarrier. Assistant Director Heyerdahl is waiting for you."

"Then let's get this over with," Vincent huffed and pushed Curly aside, "come on Telbit."

"You'll have to excuse the chaos here, General," Curly said as he lead the group through the hall, "we're still transferring some agents the S.W.O.R.D. Damocles base."

Unbeknownst to him, an agent who was helping to escort them to the conference room, snuck away down a hall to a secure room. He placed his eye next to scanner, tricking it into scanning Phoebe's ID.

Once inside, he flashed his eyes bright read and transformed in a similar manner Danny would, revealing himself to be half ghost as well, but with a much more goblin-like appearance. After hacking the systems, he found was he was looking for. In his hand, he held a vile with an orange colored fluid.

"This is Tucker Phantom," he reported, "the Hulk's blood is in my possession. Beginning Phase II."

* * *

In the conference room, Phoebe was trying her best to keep her temper under control as Vincent continued to rant on the Hulk.

"I've been chasing the Hulk for years," he said, "I've been dealing with James Neutron and his gamma madness since the beginning. So if you have a sample of the Hulk's blood, you need to hand it over the Hulk Busters right now, Missy!"

"Okay, one, are you kidding me?" Phoebe said, "did you just call me, 'Missy'?! And two, what do you even want the Hulk's blood for?"

"Simple," Vincent answered, "with the blood, we could find a way to take down the Hulk once and for all."

"Do you believe that Agent Gammelthorpe?" she asked Curly.

"Not for a second, ma'am," Curly replied.

"Look, General Vortex," Phoebe turned back to Vincent, "not only is the Hulk an Avenger now..."

"The Hulk is a fugitive being harbored by costumed vigilantes," Tilbet bellowed, but Phoebe ignored him.

"Not only is he an Avenger," she continued, "but he has also been a great deal of help for us and everyone knows that you've been chasing him to create your own hulks for the military."

"And it would never work," Henry added, "the incident with Styrch, the incident at The Cube. We've seen it firsthand. It can't be controlled. The only thing that blood will give you is a monster."

"Look in the mirror, Rutland," Vincent retorted, "you're living proof of my point. You're some kind of Gamma Danny Phantom. You are exactly what I want."

"Neutron was an accident," Henry explained, "I was an accident. The conditions can't be reproduced. What will it take to get it through your head?!"

"So we should stop trying because you don't have the stomach for it?!"

"Okay, enough!" Phoebe interrupted before things got ugly, "I'll consider your request General."

"Bah!" he scoffed and proceeded to leave.

"Consider it," Henry warned Phoebe, "but also consider what the Hulk will do once he finds you have a sample of his blood."

* * *

Speaking of the Hulk, today he was nowhere to be seen as Jimmy sat on a small boat in the middle of a lake fishing. Arnold and Helga were with him to guard him and to make nothing happens to make him turn back into the Hulk.

"You're negative energy is upsetting me," he said breaking the silence as Helga was getting restless.

"Yeah, well too bad, Bucko," she said, "I can believe you Neutron, you get to come out and play one day a month. The one day the Hulk let's you come out, and you want to do this?!"

"Yeah," was Jimmy's answer.

"I don't know if the Hulk passed this note on to you, but we're being invaded by aliens. We should be finding these Boudicains and taking them out! We should be doing something! Anything!"

"None of the Avengers seems to be showing any form of radiation," Jimmy said, "if any of you are aliens, I can't detect it. That took me fifteen minutes to determine. Now, I just want some peace and quiet. I'd actually consider what you're boyfriend is doing right now."

Helga looked down at Arnold saw him taking a nap with a light snore every now and then.

"You have no idea what it's like inside the Hulk's head," Jimmy continued, "no idea what I'm giving up to show what the Hulk can be used a force for good. So, I'm taking the day for me. And I'm going to fish."

"I've been out here with you and Football Head for nearly four hours," Helga sulked, "and you know what I miss? The Hulk."

* * *

At this time, the now re-disguised Tucker Phantom, entered a small room in the hellicarrier as he prepared an injection gun with a mixture of the Hulk's blood and someone else's. At the other end of the room, a figure sat in a chair, remaining hidden in the shadows.

"Put that in your mouth," he said tossing a mouth guard at him, "you sure you want this?"

"Yes," the figure answered.

"You got it then," Tucker replied and injected the blood mixture into the subject arm. The gamma radiation took effect almost immediately as the subject began to transform. Tucker quickly turned intangible and disappeared.

The thunderous sound of roaring echoed throughout the hellicarrier, catching Phoebe by surprise.

"What was that?" she asked, as Curly was wondering the same thing. Suddenly, all of the monitors went static.

"Report," Curly demanded.

"Agent Peterson reporting," came a southern accent, "What the heck is goin' on?"

"This is Agent Horowitz, we're getting an intruder alert. Some kind of explosion on Deck 10."

"This is Agent Berman reporting, security systems are going down. There's something here."

"Agent Berman, this is Director Heyerdahl," Phoebe replied, "what do you see?"

"AH...help...Mommy!" was that was heard as the radio went out.

"I want Section 7 on main monitor, now!"

On the screen, Agent Berman walked slowly towards the camera, looking battered.

"We need back up," he pleaded, "send everyone! It's the Hu..."

Suddenly a large, yellow arm swooped in and grabbed Berman by the neck, disabling the camera in the process.

"Agent Gammelthorpe, you're with me," Phoebe said they rushed to the scene.

Once there, Phoebe began checking for any pulses in the unconscious agents as Curly began to investigate. He did have for long as he was suddenly yanked back into the gaping hole in the wall. Phoebe reacted quickly and began shooting whoever snatched Curly.

She got her target when a big, yellow hulk emerged.

And he was angry...


	14. Chapter 4B

**Chapter 4B**

The distress call rang throughout the mansion as "Danny" and Jenny raced into the assembly hall, receiving a message from Phoebe.

"Phoebe?" Jenny asked both panicked and surprised.

"What's your situation, Director Heyerdahl?" "Danny" asked.

"My situation?!" Phoebe spat, "My situation is that S.H.I.E.L.D. is under attack by the Hulk!"

"Danny" and Jenny were surprised by this revelation.

"That's..." Jenny said, "are you sure?"

"I'm afraid that's not possible, ma'am," "Danny" continued, "James Neutron is out of the city. We've got Hawkeye and Black Widow watching him."

"I don't care!" Phoebe shouted, "one of your teammates is tearing up the hellicarrier right now! Where's Turner?! We told him that the Hulk was his responsibility! I want you down here to take him down, now!"

And with that, she signed off.

"So...is that possible?" Jenny asked, still confused by the situation.

"Hmmm...I don't know," "Danny" replied, "I'm going to scramble the Quin-jet. We're leaving in one minute."

"Should we try and call Turbo Thunder?" Jenny asked as he left.

"No," "Danny" answered, "this isn't exactly going to let Timmy trust the team even more."

"Good point."

"Call Hawkeye and Widow. They have Neutron and tell them to bring him back to the city and keep him here until we sort this out."

* * *

At the campsite, Arnold had just received the message from Jenny on his ID card. He looked at Helga and then back at Jimmy, who was setting up a campfire. Jimmy immediately knew by his expression.

"Pukin' Pluto, my day just got cut short, didn't it?" He said.

Arnold and Helga remained silent. Jimmy let out a frustrated sigh.

"So, who's attacking now? Time Travelers? Aliens?"

"You," Arnold answered.

Jimmy could not believe what he just heard.

* * *

"Danny" and Jenny soon arrived at the hellicarrier and once on the bridge, they could not believe their eyes as the Yellow Hulk was tearing the ship apart.

"Phoebe!" Jenny shouted, "what is that thing?!"

"It's the Hulk, Einstein," Phoebe retorted as she continued to shoot.

"But...that Hulk is Yellow. Ours is Orange."

"Yeah, well I heard it started out Grey. Bottom line, it could be covered in poka-dots and still be the Hulk!"

As the Yellow Hulk continued it path of destruction, "Danny" fired an energy blast to get his attention.

"We're giving you only one chance, mister," he said warningly, "Surrender!"

"Yeah!" Jenny agreed encouragingly.

The Yellow Hulk turned and gave an evil chuckle, before charging at them.

* * *

Outside the mansion, a bald man with blue arrow painted on his head flew near the outskirts of the building on hang glider, before landing on a nearby building.

"This is the Aang," he radioed, "I'm in position."

"The experiment is a success," came a German-ish accent through the receiver, "bring me what I need."

"Understood," replied Aang.

* * *

"Crimeny, I said 'no'!" Helga snapped at Jimmy as they arrived back at the mansion.

"How can you say no to me?" Jimmy questioned, "I'm an Avenger. I have been since day one. I want to help."

"Okay Bucko," Helga snapped again, "A: 'You' are not an Avenger, the Hulk is. You're the scientist. Saying that you're an Avenger is like saying Arnold-O's bow is a member of the team. And B: Phantom's right. You've got to stay here."

"You're making it very difficult for me to not turn into the Hulk and tear both of you apart," Jimmy said as the entered an elevator.

Arnold and Helga exchanged worried looks and nervously stepped aside.

"Look, I know you've been a big help James," Arnold assured, "but the military is just itching for a reason to go after the Hulk. We just can't add fuel to that fire."

"Well if they think the Hulk is attacking them now," Jimmy said, "then it's a little too late to stop it."

"Hey, look James," Arnold said, "I enjoy a good fight as much as the next guy, but..."

He stopped when he saw a large shadow pass over him. Suddenly Aang crashed through the glass celing and shot large blasts of wind and earth at Arnold and Helga as he shot a dart at Jimmy, which landed in arm. He then grabbed Jimmy and began to fly out.

"You shouldn't have made me angry," Jimmy said, getting ready to turn in to the Hulk again, "you wouldn't like...I'm...I'm not changing!"

"The dart did its job, Dr. Neutron," Aang said.

After regaining his footing, Arnold shot an arrow at the intruder, which released a net catching Aang on contact. Releasing a string of flames to set himself free, Aang shot a jet of water, which sliced Arnold's bow in half, forcing him to rely on hand-to-hand combat. But Aang easily brought him to the ground.

"You've got something stuck in your feather's there, Bird Brain," Arnold smirked.

Aang looked down at his robe and saw an arrow that began to electrocute him. When he managed to remove it, Aang retreated out the roof.

"Thanks for Hulkin' out and giving us a hand back there, 'Avenger'," Helga said sarcastically, covering in dust from the earth.

"I couldn't," Jimmy said, "the dart he hit me with, it was an adrenaline inhibiter. I can't transform into the Hulk!"

* * *

Meanwhile at the hellicarrier, "Danny" and Jenny were doing their best to try and take down the Yellow Hulk, but this proved to be harder then they realized.

"Alright big guy," Jenny said, "who are you and why are you doing a horrible impersonation of the Hulk? I mean really, even red would've been a closer match."

The Yellow Hulk seethed with rage and then suddenly sent a massive wave of fire from his body straight at her.

"That...that burned!" she said in shock. The Yellow Hulk then leaped up at her but, Danny shot an energy blast which knocked the beast back down towards the floor, but he grabbed the bridge before he could land. His enormous weight was too much for the structure and the bridge collapsed, bringing Phoebe and Curly down with it.

As Phoebe regained her footing, the Yellow Hulk rose from the rubble and grabbed her by her wrists, slowly tightening his grip as "Danny" and Jenny approached.

"The Avatar has failed," came the German voice on his earpiece.

"Grrr...I DON'T CARE!" the Yellow Hulk thundered.

"You will," said the voice again and sent a massive shock wave from the earpiece, electrocuting him.

"You will obey or you will suffer. I have job for you, one which I believe you will enjoy."

When the shock stopped, the Yellow Hulk found himself surrounded by the two Avengers and various S.H.I.E.L.D. agents who were ready to fire.

Snarling, he leaped out the ceiling and off to his next target.

"Agent Gammelthorpe," Phoebe said, somewhat regretting what she was going to say, "find Vortex. Tell him to fire up his Hulk Busters. They have full authority to eliminate the Hulk."

"Danny" and Jenny would have none of that and they flew out the hellicarrier after the Yellow Hulk.

* * *

"Stay," Helga told Jimmy like he was dog, "someone wants you bad. So you stay put. We need to be ready for anything."

As she said that, the Yellow Hulk suddenly burst in through the stained glass window, catching them completely off guard.

"Okay," Arnold said meekly, "I wasn't ready for that."

* * *

**Author's note: Wow, did I completely fail to mention that I have Aang the Avatar as Sam Wilson/Falcon? Well, there you go.**


	15. Chapter 4C

**Chapter 4C**

"Arnold?" Jenny voiced entered Arnold's ear as he began to wake up, "Arnold? Hey Arnold? You okay tough guy?"

"What...?" Arnold groaned as he came to his senses the realized what was happening, "Neutron!"

He sprang to his feet a little too quickly, but "Danny" and Helga caught him before he lost his balance.

"Easy," "Danny" said.

"There was a guy with an arrow on his head and Yellow Hulk," Arnold said.

"We ran into it at the hellicarrier," "Danny", "Helga explained everything that happened while you were unconscious."

"What was that thing? Is there really another Hulk running around?"

"A better question would be: how do we track it?"

Jenny's digital brain then gave her an idea.

"Neutron's ID card. We can trace his with the signal," she said, "man, if I'm the one coming up with the stuff we're really in trouble."

* * *

At a container ship yard, Jimmy was being thrown back and forth between containers by the Yellow Hulk.

"Who are you?" he asked as the beast marched over to him, "who did this to you? Please, you have to let me help you. You're sick."

The Yellow Hulk was not listening as it swung its massive fist down at him. Thankfully he jumped out of the way in time.

"I-I don't understand," he said as he was now cornered, "what do you want?"

"Hulk," the monster snarled.

"What? Why?"

"What are you doing?!" demanded the Yellow Hulk's superior in his earpiece, "bring me Neutron or you will be punished!"

"NO!" the Yellow Hulk boomed, "Hulk is mine!"

Just then the electrical shock from the earpiece ran through his body again. Screaming in pain, he lit himself on fire, hoping to disrupt the signal. When it did, he stood on his feet and prepped himself.

"Now where were we?" he said, "Right. Hulk!"

He was just about to punch Jimmy when two arrows landed in his back. Before he could react they exploded as the remaining Avengers entered the scene.

"James, you may want to run like crazy now," Jenny advised.

But Jimmy didn't move as all he could do was watch as his teammates be easily taken out by the Yellow Hulk. At that moment to dart wore off and his eyes flashed their signature dark green. His skin turned orange once more and his body began increasing in muscle mass, becoming the Hulk.

"You want me?" Hulk Jimmy challenged, "come and get me."

The Yellow Hulk grinned evilly and brushed passed the other Avengers and the two beasts began battling it out across the shipyard, practically flattening it.

Hulk Jimmy managed to bring the Yellow Hulk unconscious and as he turned away, the Yellow Hulk suddenly grabbed him by the head and tossed clear cross the complex.

When he landed, he turned to see his foe in front of him.

"Is that all?" the Yellow Hulk asked, "I've waited for this moment. All I've wanted is this moment. And now...now I'm STRONGER!"

He threw a massive punch against Hulk Jimmy sending over another stack of containers, before pinning him the ground and proceeded to punch him repeatedly.

"You've lost," he mocked, "do you hear me?! You're nothing!"

He was just about to throw down another punch when Hulk Jimmy caught his wrist.

"You're wrong," he grinned, "I'm and Avenger."

It was then two arrows landed near them and a bright light burst from them, temporarily blinding the Yellow Hulk as he was then punched by Hulk Jimmy.

"Avengers, Assemble," Hulk Jimmy declared.

The battle ensued as the heroes began to deliver a brutal beating to Yellow Hulk, but when Jenny swooped in to attack, the Yellow Hulk then punched her so hard that it completely knocked out her systems. Arnold and Helga raced to her rescue, and as they attempted to get her to safety, the Yellow Hulk slammed his fists on the ground, creating a massive crack in which all three of them fell in and were buried by containers.

Still dizzy from the light, the Yellow Hulk's vision finally cleared only to see Hulk Jimmy and "Danny" deliver two massive punches, sending him crashing against another container.

"Have you had enough?" his superior them rang in, "or do prefer to lose to the Hulk and have your identity revealed?"

In agreement, the Yellow Hulk then lit himself on fire as "Danny" and Hulk Jimmy approached, make it bright enough for them to close their eyes. When they opened them, the Yellow Hulk was gone.

"At ease," "Danny" said to Hulk Jimmy as he was about to go after it, "he's gone. And you're hurt."

"Hawkeye, Widow, XJ9!" Hulk Jimmy realized and they were about to go dig them out when the sound of helicopters came closing in.

They turned to see hundreds of Hulk Buster troops surrounding them.

"Hulk," Telbit announced, "by the authority of S.H.I.E.L.D. and the US Army, you are under arrest for the attack on the S.H.I.E.L.D. hellicarrier. Surrender!"

Hulk Jimmy was about to go and tackle him when "Danny" stopped him.

"Hulk, no," he said.

"I didn't attack the hellicarrier!" Hulk Jimmy protested, "We both know it!"

"I know," "Danny" assured him, "I'll talk to Phoebe Heyerdahl. We'll prove your innocence. But right now fighting the Hulk Busters would only make you look guilty."

Hulk Jimmy's expression softened when he knew he was right.

"Turn to Neutron," "Danny" continued, "go with them. We'll sort it all out. Trust me."

Feeling like he had no other choice, Hulk Jimmy slowly turned back to his normal self. Jimmy was slowly collecting himself as Hulk Buster agents began to take him into custody. In a nearby military truck, Vincent stepped out, just as Jimmy began to process what was happing.

"What?" he panicked as he saw Vincent give an evil grin, "NO! DON'T LET THEM..."

That was all he could say as one of the agents placed a shock collar on him, knocking in out.

"Danny" watched as the Hulk Busters drove away.

* * *

In government building near Washington D.C., Yellow Hulk stood in a room with Aang, Henry and Tucker Phantom as their superior spoke to them.

"The Yellow Hulk is a success," he said as he looked out the window, "despite his earlier disobedience. You've all done a great service for your country. Wouldn't you agree doctor?"

"I'd say so," Henry answered.

Their superior gave cruel chuckle.

"Excellent."

* * *

At the assembly hall, "Danny" was now sending a new report to Mandie, who appeared on the screen, waiting for the update.

"The Hulk has been dealt with," he said and morphed to his true form, "the Avengers are now powerless..."

**TO BE CONTINUED...**


	16. Chapter 5A

**Chapter 5A**

_Previously..._

_Desiree: Hail Plasmia!_

_Lila: Desiree changed right in front of me. She changed into this._

_Phoebe: The Boudicain had her appearance and her voice. But she also had her memories._

_Boudicain Danny: Soon Earth will be ours...my Queen._

* * *

_Two Months Earlier..._

As Danny prepped himself for a long nights rest after him and his teammates return from the realm of Asgard, he looked himself in the mirror felling very tired.

"Daniel Fenton," came voice from behind him. He turned to see another him standing before him. Danny gasped in shock but couldn't react quick enough before the doppelgangers ray gun blasted him.

The other Danny stood above the unconscious original as he began to make a transmission.

"The infiltration had begun," he said and then transformed into his true form, a wolf-alien hybrid. At this moment three small pigeons entered the room, all of which transformed into Boudicains as well. Two of them turned Danny's body on its back while the third began writing a ritual code around it.

The Boudicain impersonating Danny then raised his arms up and a yellow beam engulfed both the them. When it cleared, the Boudicain took Danny's appearance once more.

"His essence is now mine," he said, concluding the transformation.

"As it is written," said the three other Boudicains and began to take Danny with them.

"Queen Mandie is on Earth," explained one of them, and will make contact soon. You however are to begin disassembling the Avengers."

"Understood," answered the Boudicain Danny.

* * *

_One month later...somewhere in Space._

I had been two months since his sudden capture by the Boudicains and Danny sat alone in his dark and quiet cell. His uniform was torn, he was beaten and his goatee had grown pretty much into a full beard.

A bright entered his cell, temporarily blinding him as his eyes adjusted. His handcuffs then lifted him into a position where he could move. These cuffs also disabled his powers and unable to use them while wearing them.

Through the cell gate stepped three Boudicains, two appeared to be just regular guards while the third was shorter and appeared to be a scientist as he had a tray of dissection tools with him. Danny couldn't help but chuckle at his appearance.

"Please," the scientist said, "tell me what is so amusing?"

"The Big Bad Wolf, not so big are you?" Danny chuckled again, then turned serious, "you speak English pretty well for a Martian. So what do you want?"

"We already have everything we want from you," the scientist said as he grabbed a mechanical glove, "but perhaps there is something you'd like to tell us?"

"There is. Name: Daniel Fenton. Rank: Captain. Serial Number: 04032004. And that's all you're getting out of me."

* * *

Above in an observatory room, two high ranking Boudicains stood watch as the scientist began to integrate Danny further.

"Commander, sir," one of them asked, "what is it that we want with this animal? We have all the knowledge he possesses."

"The Queen wants to learn how to make these humans submit," explained the commander, "so break him!"

* * *

As time went on Danny resisted telling his captures anything about Earth. His beard and hair grew even longer and kept himself in shape regularly in his cell.

"It's been two of their Earth months," said the commander as he watch Danny workout, "he still hasn't broken. He hasn't given us anything. He's taken punishment no human could ever withstand. Our scientists have no idea what keeps him going."

"The Queen has ordered a new tactic," said one of the guards.

* * *

Danny sat in his cell and saw his gate opening as the scientist and two guards entered. Danny quickly realized something was up as he noticed his cuffs didn't activate.

Suddenly a blast shot another guard into the cell. They all turned to see the majority of the majority of the Avengers arrive as Hulk Jimmy stormed the cell, followed by Timmy, Thomas, Manny and Arnold as they took down the guards. Danny knew instantly this was all a trick.

"You are very difficult man to find, Phantom, said "Manny" as he approached him and clawed his cuffs off. But Danny's reply was not what they were expecting as his eyes flashed bright green.

"How stupid do you think I am?" he said as he turned into his ghost half and shot an energy blast at "Timmy" who quickly transformed back into a Boudicain.

"Enough of this!" shouted the scientist, "secure the prisoner!" The impersonating Avengers charged at Danny but in one swoop, he took a deep breath and let out a massive ghostly wail, sending all the imposters back, turning them back to their true forms.

"We need reinforcement in the prison block, now!" called a guard as he and the commander watched the event unfold.

"Calm yourself private," said the commander, "this human is no threat. There is nothing special about Danny Phantom. And besides, where is he going to go?"

"Commander, there is no sign of the human," said a guard from below, "and the integrator, he is missing."

* * *

Down another hall, out of sight from the remaining guards, Danny now held the scientist/integrator in his hand and then tossed against the wall.

"No, no stay away from me!" the integrator begged as Danny glowed his fist threateningly.

"I've got some questions for you now," Danny said, "where are we? What is this place?"

"Please don't hurt me!"

Danny had enough of his whining and grabbed him by the collar.

"How do I get out?" He demanded.

"Out?" the integrator panicked, "there is no way out!"

And just to make sure he wasn't lying, Danny dragged him out to the nearest window he could not believe what he saw.

Outside that window was Saturn.

He was more far from home than he realized.

* * *

**Well, it's about time the real Danny returned! Woo!**


	17. Chapter 5B

**Chapter 5B**

In the darkness of her own cell, Desiree was scrapping another tally mark on the wall as she counted another day being prisoner in the Boudicain prison. Having been replaced by a Boudicain agent in Plasmia, she spent most of her days thinking of revenge, and with her abilities also disabled, that was not feasible. She snapped back to reality when she heard a noise coming from the ventilation shaft. Suddenly a green blast shot through it, followed by the interrogator being tossed to the floor. Danny then hopped out.

"Stay back!" threatened Desiree as she held the integrator at knife point, "I don't know what kind of trick this is Boudicain, but if you value this one's life, you'll do exactly as I say."

"Ma'am," Danny tried to explain, "I'm a prisoner here, just like...Desiree! You're Madame Desiree right? You worked for Plasmia."

"Do you really expect me to believe that you're Danny Phantom?" Desiree scoffed, "I've seen you wolves steal faces. Besides, the Phantom is dead."

Deciding to actually make her believe him, Danny changed back into his human form.

"What are you doing?" Desiree demanded.

"I am Danny Phantom, miss. I'm a human and a ghost. And I'm guessing you're one too."

In pure rage, Desiree tossed the interrogator aside and swung her knife at Danny, who quickly turned intangible before grabbing her arms. He let go of her, who was still fuming.

"I believe this is yours," he said handing her the knife. Desiree snatched it out of his hand and held it up to his face.

"I'm not a Boudicain," he said, "we may be enemies on Earth, but right now we have to work together. I don't like it any better than you, but we have to trust each other. It's the only chance either of us have of getting home."

Feeling like she had no other choice, Desiree reluctantly agreed and withdrew her knife.

"Where are we?" she asked.

"Some kind of flying saucer," Danny answered, "I saw Saturn outside a window."

"Saturn?!"

Danny didn't answer as he now had his full, undivided attention on the interrogator, who was trying to escape.

"We need answers," he demanded as he held the integrator against the wall, "so start talking. Why are you Boudicains replacing people on Earth? What do you want?"

The interrogator just laughed.

"You will not hurt me," he said, "we know you."

"Maybe I won't," Danny said and then turned to Desiree, "but I can't be held responsible for what she might do."

Desiree gave a wicked smirk and whipped out her knife again. In fear of his life, the interrogator proceeded.

"There is a prophecy amongst the Boudicain people," he said, "one that foretold the end our world. And it came to pass, for Galactimous came to Boudica. The end had come for Galactimous is a force of nature. He cannot be reason with or bargained with. He has no conscious or mercy. He only consumes. The Boudicain people were scattered across the galaxy. There were rumors however, a belief that the same prophecy that foretold the end of Boudica, told of a new Boudicain home world."

"You're invading Earth," Danny concluded.

"Our agents have been on your world for over a year now," the interrogator continued, "learning, infiltrating. We have replaced humans in key strategic locations. All to facilitate the transition."

"Transition?" Desiree exclaimed, "you've come to wipe us all out!"

"No, not all of you. Those who submit will be spared and kept as slaves. Even if the two of you were to get off this ship, it's too late. We have Boudicain in every organization on Earth. I'm only telling you this because the invasion you speak of, it is already over. You lost."

"I want to know what color its blood is," Desiree seethed, "step aside, Avenger."

Before she could, Danny grabbed the interrogator with his fist glowing green.

"You have other prisoners here," he said, "where?!"

Soon guards began to close in on the cell. When they entered they saw the interrogator lying on ground, moaning in pain. They were so distracted that they didn't see Danny's green fist coming straight for them. Desiree managed to snatch of their weapons and use it against them. When all was said and done, Danny fired an energy blast on the cell control box, opening all the remaining cells.

From each cell stepped out Curly, Lila, Cobra, Stella and Richard. As they all stared at each other, Curly slowly stepped near one of the unconscious guard and snatch it's gun.

"Everybody freeze," he shouted aiming it at them.

"What is this?" Cobra hissed, "some kind of trick?"

"They can take our appearances," Stella said, "they're shape-shifters. Any of you could be could be one of them."

The tension between everyone increased by this and they all looked like they were about to kill each other. Stella saw a gun next to her and proceeded to reach for it for her defense.

"Don't do it Drone," Curly threatened.

"Will someone tell me what's going on here?!" Richard demand.

"Everyone stand down!" came Danny's voice from behind them. They all turned, surprised to see him behind them.

"My name is Daniel Fenton," he continued, "I'm Danny Phantom and I'm prisoner here just like you. Some of you I know, some of you I don't. But we've all got one thing in common. We're human. And right now our home in danger, so whatever problems we have with each other, we have to put all that aside. We have to work together to escape this place and get back to Earth."

"You think I'm going to listen to you?" Cobra hissed again.

"You will Cobra," Desiree said, "we can destroy them all later, but right now, you will do as Danny Phantom says."

"Do we have some kind of plan here?" Lila asked.

"We were brought to this ship in shuttles. I regain conscious aboard one. If they can get us here, they can get us to Earth."

She then noticed Danny began to walk to another cell.

"Where are you going?" she demanded, "Phantom!"

As Danny walked inside, he could not believe his eyes.

"Is that?" Lila asked, just as surprised.

"The Invisable Woman," Danny said as he observed Reggie in a chamber.

"What are they doing to her?"

"They've got here sedated," Stella answered, "smart. She's more powerful than any of us put together."

"The Boudicains know where we are by now," Desiree said, "they'll be coming for us. She's dead weight. She will only slow us down."

Danny ignored her and proceeded to faze Reggie out of the chamber.

"Phantom!"

"We're getting out of here," he said holding Reggie bridal style, "all of us."

* * *

Meanwhile in the main control center, the commander was fuming as reports of the prison escape came flooding in.

"Security is down in the Beta Prison Block," he said to an agent behind him, "Enough of this. Cohlur, no matter what happens, they cannot leave this ship!"

The agent smirked before letting his eyes glow with fire.

"Gladly."

* * *

The escapees had made their way to the nearest hangar and were planning a strategy on how to get down there.

"Phantom, if we need to sacrifice the other to get me on that shuttle, I give you full authority," said Richard.

"Who are you?" Stella asked baffled.

"Richard Hendric, Director of S.W.O.R.D.," he answered proudly. Everyone shot him confused looks.

"What's S.W.O.R.D.?" Cobra asked.

"We're the agency responsible for dealing with alien threats."

"Well I hope they fire you," Stella said and they proceeded to the hangar.

"No guards," Danny said with suspiciousness.

"It's a trap," Desiree concluded.

"I agree. But we've got no choice though."

He then noticed a large scar on the side of her head.

"What happened to you?" he asked.

"What happened to me gave me a reason to hate people like you," she snarled and began to follow the others.

When they reached the main floor the hangar, they were surprised to see only one Boudicain standing there. Desiree fired her weapon, but the Boudicain drew up a force field to deflect it.

"Uh oh," Lila said.

It was then that the Boudicain began to increase his arms in muscle mass, while lighting them on fire and stretching to an incredible height.

For this Boudican possessed all the abilities of Rocket Power. This was going to be harder than they realized.


	18. Chapter 5C

**Chapter 5C**

The Super Boudicain lurched forward at the escaping prisoners as they began firing their weapons at it, but it's Thing-like arms defended it.

"Take her," Danny said to Richard as he handed him Reggie, "Gammelthorpe, get them to the ship. Stella, if Arnold claims you're as smart as he says you are, figure out how to fly that thing."

"It's an alien space craft," Stella said, "I'll need time."

"Then we'll give it to you. Go!"

The Super Boudicain was closing in on Desiree as she continued firing her weapon, but was then punch by the alien. Lila leaped forward and roundhouse it in the face before being thrown back. Cobra then wrapped himself around it like his namesake. He stared at it directly in the eye. The Super Boudicain just smirked and lit himself on fire.

"AHH!" scream Cobra as he let go, "We cannot beat this thing! We have to run!"

At that moment, an entire army of Boudicains appeared.

"Destroy them all!" shouted the commander and they all began firing.

"You know Snakeskin," Lila said, "I ever so think that running is a good plan."

As Lila and Cobra hid, Danny and Desiree were left to fight as the Super Boudicain fired a massive fire blast from it rock arms. Danny was knocked out cold for a moment with Desiree trapped under some rubble.

"Humans," it snarled, "you think you're special? Even your powers, we make them more powerful!"

It was just about to attack her again when an green blast struck it front behind.

"Get away from her, you filthy Boudicain," Danny shouted and threw a massive punch to the face.

"Can you figure this thing out?" Curly asked Stella as she sat in the pilot seat.

"Please," Stella scoffed, "I once cured an entire ancient civilization from a Sleeping Sickness. There's no science I can't master."

And with the push of few buttons, the ship roared to life and began to levitate.

"See if you can access the weapon systems," Curly said.

"Already on it," Stella answered. When she did, it drew out its front guns and it began firing in all directions.

"What are you doing?!" Curly shouted.

"Remember when I said there was no science I couldn't master," Stella said sheepishly, "I take that back."

"Move over," Curly said took control, _'Sheesh, no wonder Arnold was like that in high school.'_

Back on the battle field, Danny saw that the ship was getting ready to take without them.

"Go, get the ship!" he shouted.

"Come on," Lila said to Cobra, but turned to see that he was way ahead of here, "let's...go. Ugh, super villains."

"Hang on tight, Mr. Hendric and Dr. Shortman," Curly said, "things are gonna get bumpy."

"What are you waiting for!" Cobra shouted as he entered the ship, "GO!" That was when Lila knocked him out cold.

"We're waiting for Phantom and Desiree, jerk!" she said.

Danny and Desiree ran as fast as they could to the ship before it could leave without them. Danny jumped onto the load deck and reached out for her.

"Take my hand," he shouted. Desiree tried to keep up as best as she could and she was just about to grasp Danny's hand when the Super Boudican grabbed her from behind.

"NO!" Danny shouted and flew back after her.

"What is he doing?!" Richard shouted, "is he insane?!"

"I'm oh so certain he's being Danny Phantom," Lila snapped.

As she said this, Danny flew down to the Super Boudicain and punched it a good distance away from Desiree.

"Get to the ship and tell them to launch," he said, "I'll hold them off for as long as I can. GO!"

Desiree did so, but she had one last trick up her sleeve as the Super Boudicain returned and began to pulverize Danny repeatedly.

"The commander was wrong," it said as it brought up its fiery arms ready to strike again, "you are dangerous. Too dangerous to keep alive."

As if shot another heat blast, an force field suddenly formed around Danny, protecting him for the heat. He looked to see Desiree standing on the deck of the ship with a woozy Reggie. The Super Boudicain believed he had succeeded, but couldn't process what happened next when Danny threw one last punch at it.

He turned flew as fast as he could to the ship and caught Desiree's grasp just in time.

"Go!" he shouted at Curly, "do it!"

"Hit the thrusters or something!" Richard snapped. Curly was unsure of what he was doing and slammed his fists on the control panel and the ship jumped into hyperdrive. When they stopped, they entered the asteroid belt in between Jupiter and Mars.

"Okay then," Curly said, still unsure of what he just did.

"Hi Danny," Reggie said before yawning, "I'm gonna sleep now."

Danny smiled and turned to Desiree, who was scowling.

"You saved my life," he said.

"I don't like being in my enemy's debt," she scoffed, "but know this, once the Boudicain threat is over, w go back to being enemies again."

"Understood," he said before turning back to Curly and Stella, "think you can get us home?"

They nodded and began setting the coordinates for the trip to back to Earth. They were going home.

* * *

"The Humans...they have escaped, my Queen," said the Commander as he spoke to Mandie on the screen, "they're headed for Earth now, but we are unable to pursue. The damage to our ship is extensive. I have failed you, my queen."

"No," said Mandie, "you may not have learned how to break these humans, but what Danny Phantom did there, he took mortal enemies and lead them. He inspired them. They listened to him, they believed in him. This is exactly what we need to make the humans submit. Danny Phantom will convince them to embrace us, to embrace change. And they will listen."

She then moved aside to let the Boudicain Danny Phantom to appear.

"After all," she finished, "he's Danny Phantom."

"Contact the fleet, Commander, said the Boudicain Danny, "begin the Miracle City infiltration and send the remaining troops to New York and Washington D.C."

He then morphed his head into the shaped of Danny's.

"As it is written."

**TO BE CONTINUED...**


End file.
